IMI Mobile* has announced the completion of the acquisition of WIN Plc. In what has been a rather long-drawn acquisition, and not without competition, the company has received valid acceptances to its offer for buying shares of Win PLC, amounting to 88.15% shares. IMI Mobile Europe already owns 8.95 % shares in the company, and this takes its ownership to 97.1% in WIN Plc. As we’d said earlier, although it wasn’t official, the acquisition was more or less done when IMI Mobile acquired 50.88% stake in WIN Plc by August 11th. It needed to cross the 75% mark in order to delist the company.

IMI Mobile now has the following plans:
– To compulsorily acquire the outstanding non-accepting WIN Shares, and
– To the London Stock Exchange for the cancellation of admission to trading of WIN Shares on UK’s Alternate Investment Market
– To re-register WIN PLC as a private company.

The rationale of this acquisition:
– The acquisition gives IMI Mobile an entry into the UK market, with customers including Vodafone, O2, T-Mobile, Maxis; WIN PLC offers WAP portal, SMS and MMS alerts, Multi Media Console services with clients like BBC, Yell.com, ADP, Fujitsu, The Guardian, etc. IMI Mobile acquires a customer base, 113 employees (at 2009 end) and 5 offices around the world.
– IMI MObile will also be able to improve profitability and reduce costs by moving some of services to its Hyderabad-based Network Operations Centre.
– It will be able to cross-sell some of its existing services to WIN PLC clients.

At the end of 2009, WIN was profitable and debt free – it reported a turnover of GBP 41.9 million (up 9.8% year on year), gross profit of GBP 10.4 million, EBITDA of 2.3 million (down 16.3% from 2.8 million), gross margin of 24.9%.

However, most of its money was from mobile marketing campaigns, whereas IMI Mobile will be able to focus on services, a slightly more reliable revenue source. Most of WIN’s profit, though, was from its managed services business. Download WIN Plc’s 2009 annual report: here, 3MB). We probably won’t get to see one for 2010.

This is probably IMI Mobile’s largest acquisition. It has previously acquired music downloads and content marketing service DX3mobile phone book service Mobyko, and Nokia Siemens Networks’’s Music2You service.

IMI-WIN Timeline:

August 11th: IMI Mobile Acquires WIN Plc With 50.88% Stake; Extends Unconditional Offer Till Aug 25th
July 27th: Updated: IMI Mobile Raises Offer For WIN Plc To GBP 1.5
July 20th: Update: IMI Mobile Bid For WIN Plc Faces 6.4% Higher Counter Offer From ECI Partners
Jun 26th: WIN PLC Board Recommends IMI Mobile’s Cash Offer To Shareholders; Why This Deal
Jun 10th: WIN’s Largest Shareholder Says IMI Mobile’s Bid Undervalues Co
May 3rd: IMI Mobile In Talks To Acquire UKs WIN Plc At GBP 1.41 Per Share

Announcement

IMImobile Europe Ltd.

26 August 2010

Recommended cash offer by IMIMOBILE EUROPE LIMITED for WIN PLC at 150 pence per WIN Share

Offer update

On 26 July 2010, IMImobile Europe announced a recommended increased cash offer for the entire issued and to be issued share capital of WIN. On 10 August 2010 IMImobile Europe announced that the Increased Offer had become unconditional in all respects.

As at 1.00 p.m. on 25 August 2010, IMImobile Europe had received valid acceptances in respect of a total of 9,914,608 WIN Shares, representing approximately 88.15 per cent. of the issued share capital of WIN. In addition, IMImobile is the beneficial owner of a further 1,006,340 WIN Shares, representing approximately 8.95 per cent of the issued share capital of WIN.

Accordingly, as at 1.00 p.m. on 25 August 2010, IMImobile Europe is the beneficial owner of or has receive valid acceptances from WIN Shareholders in respect of a total of 10,920,948 WIN Shares, representing approximately 97.10 per cent. of the issued share capital of WIN.

As at 1.00 p.m. on 25 August 2010, IMImobile Europe is the beneficial owner of or has received valid acceptances from WIN Shareholders in respect of a total of 10,535,424 WIN Shares to which the Increased Offer relates, representing approximately 97.71 per cent. of WIN Shares to which the Increased Offer relates and therefore announces its intention to compulsorily acquire the outstanding non-accepting WIN Shares under the provisions of sections 974-991 Companies Act 2006. IMImobile Europe also announces that WIN intends to apply to the London Stock Exchange for the cancellation of admission to trading of WIN Shares on AIM and also intends that WIN will be re-registered as a private company.

The Increased Offer will remain open for acceptance until further notice. Not less than 14 days’ notice in writing will be given to those WIN Shareholders who have not accepted the Increased Offer before IMImobile Europe closes the Increased Offer.

Irrevocable Undertakings and Letters of Intent

Prior to making the Original Offer, IMImobile Europe obtained irrevocable undertakings and letters of intent to accept, or (where applicable) procure the acceptance of, the Increased Offer in respect of 3,008,336 WIN Shares, representing in aggregate approximately 26.75 per cent. of the issued share capital of WIN. In relation to WIN Shares subject to such irrevocable undertakings and letters of intent, the terms and details of which are detailed in the Original Offer Document, IMImobile Europe has received valid acceptances in respect of 2,408,336 WIN Shares, representing in aggregate approximately 21.41 per cent. of the issued share capital of WIN. IMImobile Europe purchased the remaining 600,000 WIN Shares which were subject to such letters of intent on 23 July 2010.

Subsequently, on 2 August 2010, IMImobile Europe announced that it had obtained an irrevocable undertaking to accept, or (where applicable) procure the acceptance of, the Increased Offer from Bluehone Investors LLP in respect of 218,267 WIN Shares, representing approximately 1.94% of the issued share capital of WIN. IMImobile Europe has received a valid acceptance in respect of all WIN Shares subject to the irrevocable undertaking to accept the Increased Offer from Bluehone Investors LLP.

In addition, the level of total acceptances referred to above includes acceptances received from Anu Shah, a director of IMImobile Europe, in respect of 9,848 WIN Shares, representing approximately 0.09 per cent. of the issued share capital of WIN.

Procedure for acceptance of the Increased Offer

Shareholders who have not yet accepted the Increased Offer are urged to do so without delay.

To accept the Increased Offer in respect of WIN Shares held in certificated form, WIN Shareholders should complete, sign and return the New Form of Acceptance, which accompanies the Increased Offer Document together with their share certificate(s), in accordance with the instructions contained therein and set out in the Increased Offer Document, as soon as possible.

To accept the Increased Offer in respect of WIN Shares held in CREST, WIN Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Increased Offer Document so that the TTE Instruction settles as soon as possible.

The full procedure for acceptance (including the additional requirements for those WIN Shareholders who hold their WIN Shares in uncertificated form) is set out in paragraph 10 of Part II of the Increased Offer Document and, in respect of holders of WIN Shares in certificated form, in the Form of Acceptance.

If you have any questions relating to acceptance of the Increased Offer, or the completion and return of the Form of Acceptance, please call Capita Registrars on 0871 664 0321 (or from outside the United Kingdom on +44 20 8639 3399) between 9.00 a.m. and 5.00 p.m. Monday to Friday (excluding UK public holidays).

Please note that, for legal reasons, Capita Registrars will only be able to provide you with information contained in this document and will be unable to give advice on the merits of the Increased Offer or to provide legal, financial or taxation advice.

Settlement

Settlement of the consideration due under the Increased Offer in respect of valid acceptances which have been received or are received prior to the closing of the Increased Offer and which are valid and complete in all respects will be dispatched within 14 days of receipt.

*Disclosure: IMI Mobile is an advertiser with MediaNama

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