Buongiorno to acquire 100% of iTouch for Euro 141 million
Buongiorno, a multinational operating in the digital entertainment market, has signed a definitive agreement to acquire 100% of the share capital of iTouch Ventures Limited.
"The acquisition of iTouch is another hugely important step in Buongiorno's strategy to build a global organization. The two companies together have a truly worldwide footprint with a strong presence in many key markets including the US, the UK, France, Spain, Italy, South Africa, Australia, Benelux, Mexico and Brazil. Given its global presence, diversified product portfolio and complementary channels, the combined entity will be in a very strong position to benefit from the significant expected market growth in the Mobile Value Added Services sector. Additionally Oak Investment Partners, Goldman Sachs and the iTouch management team will become shareholders in Buongiorno. We are delighted to welcome them on board and to start working together to further accelerate our plan to generate significant shareholders returns", comments Mauro Del Rio, founder and Chairman of Buongiorno S.p.A..
Founded in 1995 in South Africa, iTouch is a specialist in the distribution of mobile entertainment products and services. iTouch has offices in 13 countries and distributes its content in 23 countries, having access to over 500 million mobile users through a flexible multi-channel strategy. The business markets its products directly to consumers through its own brands and also through extensive relationships with media partners and mobile network operators. iTouch has made strong financial progress since its Initial Public Offering (IPO) in 2000 on the London Stock Exchange (LSE), has in place solid financial control procedures and is managed by an experienced and motivated team that will remain with the combined Group following the acquisition.
iTouch de-listed from the LSE in June 2005 following the acquisition of the company by For-side.com in Japan for GBP 184 million but is now privately owned following a management buyout in February 2007. Current investors in iTouch include Oak Investment Partners with 40% of the ordinary shares and Goldman Sachs with 20%, as well as the management team.
The value of the transaction is Euro 141 million. Buongiorno will pay Euro 129 million to iTouch shareholders and will absorb the current Euro 12 million of net debt of iTouch. The consideration will be satisfied partly in cash and partly in new Buongiorno shares to be issued to iTouch shareholders in exchange for iTouch shares, pursuant to article 2440 and 2441 of the Italian Civil Code.
The cash component, for a total amount of Euro 73.7 million of the total consideration, will be funded by a new loan facility arranged by Banca IMI S.p.A. (Intesa Sanpaolo Group) for a total amount of Euro 115 million.
The contribution in kind is to be settled by issuing 15.4 million new shares in Buongiorno (at a share price of Euro 3.59 per share) with a par value of Euro 0.26 each, reserved for the shareholders of iTouch, arising from an increase in share capital to be approved by Buongiorno's shareholders in an upcoming Extraordinary Shareholders Meeting to be convened for this purpose. The total amount of Buongiorno's fully diluted outstanding shares post transaction will be 106.2 million as per the Treasury method.
"The combination of Buongiorno and iTouch creates the undisputed No.1 player in the mobile entertainment market worldwide. More than 1,100 strong professionals will now become one team and will be able to align their skills, creativity and passion behind a common goal of bringing digital entertainment experiences to 1 billion people worldwide by 2012. We are looking forward to the integration of the two groups that will lead to an even better service for our customers, even bigger professional opportunities for our people and even more exciting perspectives for our shareholders", comments Andrea Casalini, Chief Executive Officer of Buongiorno S.p.A.. "The mobile VAS market continues to offer major opportunities for development and requires increasing size and global scale. We are excited to jointly address the market with Buongiorno. The joint entity will be the pre-eminent player in the sector globally, leading the way in the 3G revolution which is reshaping the traditional mobile content and services sector", comments Wayne Pitout, Chief Executive Officer and co-founder of iTouch.
With 2006 pro-forma aggregated revenues of Euro 318 million2 and Euro 39 million EBITDA (before exceptional expenses) the newly formed Group will be the leading provider of mobile entertainment, information, messaging and marketing services globally.
The combined company is expected to benefit moreover from fixed cost synergies and scale, achieving tangible margin improvements and a reduction in business risk due to a balanced multi-channel approach and improved geographic reach.
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