Buongiorno Vitaminic SpA, an Italian multinational provider of mobile value-added service (VAS), has signed an agreement for the acquisition of a 100% stake in Freever, a European company in the Mobile Community sector. The closing of the acquisition of Freever by Buongiorno Vitaminic is subject to certain conditions precedent, among which the approval of the issuance of bonds convertible into Buongiorno Vitaminic shares by the general shareholders' meeting of Buongiorno Vitaminic, and the obtaining of the financing deriving from the underwriting of a part of the convertible bonds.
The closing of the acquisition will be settled through a cash payment of Euro 18.5 million at the closing date and, possibly, a further variable earn-out price maturing upon the achievement of certain levels of operating result by Freever in 2005. The maximum variable amount is Euro 15.5 million, partially expressed in a number of Buongiorno Vitaminic shares and shall be in part payable in shares or cash at the discretion of the buyer. Following the closing of the acquisition, Freever will remain an independent business unit within the Buongiorno Vitaminic Group. It will develop commercial synergies with Buongiorno "geographical" business units, and it will continue to be headed by the current management team, specifically by Jerôme Traisnel in his capacity as Freever's Managing Director.