The group will buy 100% of Kameleon’s equity for an initial consideration of £4.05m.
It added: "A deferred consideration of £3m is payable in equal instalments over the three years to 2019 subject to gross revenue reaching 110% of the previous year’s level. An additional ‘stretch’ payment will be payable in 2019 if Kameleon achieves sales and EBITDA of at least £8.1m and £1.62m respectively."
Kameleon’s clients include Danone, Quorn, RockCorps, Celebrity Cruises, Lee Cooper, National Citizens Service, City Index and Sony. The agency has 35 staff and there are no plans just yet to move its office based near Covent Garden. A spokeswoman said there will be no redundancies.
The agency was founded in 2008 by Mark Webster, who is also the chief executive, and Richard Armstrong, the chief strategy officer. Their roles remain the same and they will take a share in Be Heard "to participate in the Group’s growth, aligning their interests with those of our existing shareholders".
Peter Scott, the executive chairman at Be Heard, said: "Digital content is a natural next step for Be Heard as we develop our range of services across the digital ecosystem and Kameleon is precisely the sort of agency we want – fast-growing, at the heart of digital transformation and ready to work with us to take their business to the next level.
"Mark, Richard and the team have superb strategic, creative and analytics skills and an impressive client list, all of which will help us as we create the most compelling digital marketing proposition around."