Update: In what is a strong show of intent for acquiring WIN Plc, IMImobile Europe has made its case again to the WIN shareholders, suggesting that there is ambiguity in ECI & MIG’s statements:
– That there is no certainty that any offer will be made for WIN by the ECI-MIG combine, since that is subject to due diligence, and pre-conditions; in comparison, the offer from IMImobile Europe is a cash offer, subject to terms and conditions clearly outlined in the offer document, and is not subject to any further due diligence.
– According to the statement from ECI and MIG, any offer from them is subject to the receipt of a recommendation from the WIN Board, unless they waive such a pre-condition; however, as reported below, the WIN board continues to unanimously recommend the IMImobile Europe offer, which closes at 1:00 pm GMT on 21st July 2010.
– IMImobile Europe also states that “continued uncertainty surrounding the ownership of WIN has had, and will continue to have, a detrimental impact on the business of WIN, of which MIG is a competitor.” IMImobile appears to be hinting at mal-intent on MIGs part with that last statement, which makes things rather interesting if it does acquire WIN and competes with MIG in the UK market.

What will make things really interesting? If a counter offer from MIG is tabled today, a day or so before the IMI Mobile deadline. Looks unlikely, though.

Earlier (July 19): Mobile VAS company IMI Mobile‘s* bid for UK peer WIN Plc faces competition from Private Equity firm ECI Partners and Mobile Interactive Group Limited (MIG), looking to offer at least GBP 1.5 per share, thus topping IMI Mobile’s offer of GBP 1.41 per share for the company, which values the company at GBP 15.93 million. This announcement comes in just a few days shy of the 21 July 2010 deadline for IMI Mobile’s offer.

ECI is a UK based private equity group which specializes in buyouts, buyins and deals valued between GBP 10 million and GBP 150 million; Mobile Interactive Group (MIG) is a mobile and digital communications business in the UK, which does mobile advertising, marketing, messaging, services provision etc, and apparently competes with WIN Plc.

A formal offer hasn’t been made yet, but the combination of ECI and MIG intends to form a new company that will make the offer for WIN Plc, funded by ECI, which intends to back this offer with equity. Interestingly, since no specific offer has been made yet, the WIN Plc board continues to recommend IMI Mobile’s offer to WIN shareholders; remember that they’ve also committed their shareholding of 2.34% to the purchase from IMI Mobile.

However, if an offer is eventually made (one appears to be forthcoming), things might shift in favor of ECI Partners: this bid has been made 6.38% higher than IMI Mobile’s bid. AXA IM UK, which owns 18.56% in WIN Plc, had given an irrevocable undertaking to IMI Mobile to accept its offer for WIN Plc, but will change allegiance if an offer of more than 5% more is made to it.

Readers should also keep in mind a few things about IMImobile’s offer to buy out WIN Plc:
– IMI Mobile’s offer is only valid if it acquires more than 50% stake in WIN Plc
– ISIS Equity Partners, WIN’s largest shareholder with 19.01% stake opposes IMImobile’s bid for WIN Plc, saying that it undervalues the company.
– IMI Mobile intends to delist the company if it acquires more than 75% stake.

IMI Mobile had raised$13 million from Sequoia Capital and First Mark Capital late last year, its third round of funding, and acquisitions in the EU and USA have been on the agenda.

Read our previous coverage for more on this deal:

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

Disclosure: IMI Mobile is an advertiser with MediaNama