MILAN, Italy -- Buongiorno S.p.A. (MTAX STAR, Italian Stock Exchange: BNG), a leading multinational operating in the digital entertainment market , has signed today 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 oganization The two companies together have a truly worldwide footpint 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 Sevices sector. Additionally Oak Investment Partners, Goldman Sachs and the iTouch management team will become shareholders in Buongiorno. We are delighted towelcome them on board and to start working together to further accelerate our plan to generatesignificant shareholders returns", comments Mauro Del Rio, founder and Chairman of Buongiorno S.p.A..
Founded in 1995 in South Africa, iTouch is a market leader 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.
Buongiorno SpA