NTT DOCOMO to Launch Public Tender Offer for Buongiorno
TOKYO, JAPAN, May 14, 2012 — NTT DOCOMO, INC. announced today that it has launched a tender offer to acquire all shares in Buongiorno S.p.A., one of the largest providers of mobile internet content and apps in Europe and beyond. The tender offer will be conducted by NTT DOCOMO’s German subsidiary, DOCOMO Deutschland GmbH. Mr. Mauro Del Rio, owner of approximately 20% of the company’s stock, has entered into an irrevocable undertaking with DOCOMO Deutschland GmbH to tender all of his shares for the offer. DOCOMO Deutschland GmbH has issued a public notice in Italy to announce the tender offer.
(1) Purpose
Buongiorno is a worldwide leader in the development and management of paid apps and services that maximize consumer experiences with mobile devices. The company has steadily grown its business through the direct delivery of a broad portfolio of content and services to some two billion customers in 57 countries across four continents. DOCOMO decided to conduct the public tender in consideration of the potential positive impact on the growth of both companies. The acquisition will combine DOCOMO’s innovative mobile business and services know-how in Japan and other countries with Buongiorno’s advanced mobile technologies and extensive global customer base. As part of expanding the businesses of both companies, DOCOMO expects to strengthen the foundation of its mobile platform businesses overseas
(2) Target Company
Name: Buongiorno S.p.A.
Business: Development and management of paid apps and services for mobile devices
Date of Incorporation: April 21, 1999
Head office: Via Cosimo Del Fante 10, 20122 Milan, Italy
Chairman: Mauro Del Rio
Stock listing: Borsa Italiana S.p.A.
Total outstanding shares on a fully diluted basis: 111,888,895
Relationship between Buongiorno and DOCOMO: No existing capital- or employee-based relationship
Employees: 848 (end December 2011)
Financial results for year ended December 2011: Sales – 228.6 million euros (24.52 billion yen*) and operating profit – 7.0 million euros (7.5 billion yen*)
*exchange rate of 1 EUR to 107.24 JPY
(3) Tender Offer Period
After DOCOMO Deutschland receives confirmation from CONSOB, the Italian securities regulatory authority, that related materials have been approved, the tender offer will start. DOCOMO Deutschland will announce the starting date and tender offer period, which is scheduled to last 25 trading days.
(4) Minimum Threshold Condition for Shares
More than 74,592,597, or two thirds of Buongiorno’s share capital at the settlement date
(5) Tender Offer Price
2 euros (214 yen*) per common share
Maximum amount of public tender: approximately 224 million euros (24 billon yen*)
*exchange rate of 1 EUR to 107.24 JPY
(6) Effect
Upon completion of the tender offer, Buongiorno would become a subsidiary of DOCOMO.
(7) Pertinent materials
Following the issuance in Italy of a public notice to carry out the tender offer, pertinent materials will be posted at http://www.docomo-deutschland.de.
(8) Others
Implementation of the TOB is contingent on approval by authorities charged with enforcing competition law and other conditions in their respective countries.
NTT DoCoMo hopes to expand content game with Buongiorno buyout
Raymond Ginting 