Buongiorno Completes 100% Acquisition of iTouch,
Resulting in the Establishment of the World's Largest1 Company Specializing
in Mobile Entertainment, Information, Messaging and Mobile Marketing Services
Buongiorno has paid iTouch shareholders €73.7 million in cash and 15.4 million new shares of
Buongiorno S.p.A.
Banca IMI (Intesa Sanpaolo Group) funded the transaction with a loan of €115 million
Milan, December 28, 2007 - Buongiorno S.p.A. (MTAX STAR, Borsa Italiana: BNG), a multinational leader
in digital entertainment, today finalized the acquisition of 100% of the share capital of iTouch Ventures
Limited.
With the acquisition of iTouch, Buongiorno has become the world's No. 1 provider of mobile
entertainment, with 38 offices conducting business in 53 countries, direct connections to more than 100
telecoms carriers throughout the world, and with access to over 2 billion mobile users. It also ranks
among the top three mobile entertainment companies in 8 of its largest markets.
Based on pro-forma results, including iTouch, revenues for 2007 are expected to amount to between
€315 and €325 million, and EBITDA between €36 and €38 million.
For 2008, Buongiorno projects revenues of between €330 and €350 million and EBITDA between €41
and €45 million. EBITDA margin is expected to grow from 11.6% in 2007 to 12.6% in 2008.
The Company has also set itself the target of achieving overall yearly savings of €10 million from the
integration with iTouch by the first half of 2009.
Buongiorno paid part of the acquisition in cash for €73.7 million, thanks to a new loan of €115 million from
Banca IMI S.p.A. (Intesa Sanpaolo Group) and issued to iTouch shareholders 15,394,186 shares of a
nominal value of €4,002,488.36 at a current countervalue of €29,418,289.45, coming from the share
capital increase fully subscribed and paid up through a Contribution in Kind of iTouch shares in
accordance with sections 2440 and 2441 of the Italian Civil Code.
The purchase agreement is subject to the lock-up agreement for iTouch shareholders related to the
shares issued in their favour executing the capital increase. The lock-up period has been set at different
duration terms and conditions according to each iTouch shareholder and will last a maximum time
between 90 and 180 days after the day of the completion of the acquisition.
Mr Andrea Casalini, CEO of Buongiorno comments, "ith the completion of the iTouch acquisition,
Buongiorno is now the leading company worldwide in the mobile-entertainment market, with an
international presence and a team in place that is unrivaled in the industry. The integration of iTouch has
enabled us to further our investment into new ideas and new products, particularly with web and mobile
convergence services, while also improving profitability through various cost synergies. Therefore, we are
confident that we can achieve the targets we have set for 2008, and that our growth will continue to
accelerate in the years to come."par
On the same date, Buongiorno's Board of Directors checked the valuations in the Contribution Value
Report as required by section 2343, subsection 3 of the Italian Civil Code without making any changes to
the estimate. In the absence of any grounds to alter the valuation as a result of the above check, the
shares were released from the restriction imposed by subparagraph 1 of the above section. Following
publication of the Prospectus on 28 December 2007, they became eligible for trading on the Italian
electronic share market (MTA).
The Buongiorno team which managed the deal was led by the CFO Carlo Frigato. Bonelli Erede
Pappalardo acted as legal advisor, UBS Investment Bank and Banca IMI as financial advisors to
Buongiorno. Simmons & Simmons and Finn, Dixon & Herling acted as legal advisors to iTouch.
Pursuant to the tasks entrusted to it by the Extraordinary Shareholders' Meeting of May 2, 2006, the
Board of Directors resolved to cancel n. 534,000 options no more exercisable and authorized the
assignment of 2,225,000 options to 31 managers and employees under the Company's incentive and
employee loyalty policies at the exercise price of Euro 1.94 each, subject to the procedures for
determining the price, as approved by the General Meeting. While the assignment of stock options is
immediate, entitlement to the exercise thereof is gradual starting from next year over the next three years.
The option granting for seven of the senior managers will be conditional on them acquiring a certain
number of Buongiorno shares, proportional to their individual granting, and committing to maintain them
for a period of three years.
Pursuant to paragraph 2 of Article 154-bis of the Italian Consolidated Financial Law (TUF), Carlo Frigato, in
his capacity as the Executive responsible for preparing the Company's accounting documents, certifies
that the information contained herein corresponds to documented results and accounting books and
records.
About Buongiorno Group
Buongiorno (Italy, MTAX STAR: BNG) is a multinational leader in digital entertainment. After the acquisition of iTouch, a market
player in the distribution of mobile entertainment products and services, Buongiorno became the world's No.1 provider of mobile
entertainment, information, messaging and marketing services. As a matter of fact the Group is market leader in Europe and in
the United States and has recently opened operations in emerging markets such as Latin America, Middle East and Africa.
Buongiorno operates in Russia and Pacific Asia through the Joint Venture with the Japanese group Mitsui & Co., Ltd.. Buongiorno
operates with two business lines: value-added services for wireless and wired consumers (Consumer Services) -through the brand BLINKO as well as through partnerships with leading telecom companies and the most important media
groups and digital marketing services (Marketing Services). Moreover Buongiorno is partner of NCL (National Consumer League),
the oldest American association for the consumer's protection, on developing an educational campaign for mobile entertainment
users.
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