NTT Docomo Announces EUR 224M Acquisition Offer For Buongiorno

Japan’s leading telecom company, NTT Docomo, has extended a public tender offer to acquire all shares in mobile marketing & content solutions company, Buongiorno S.p.A. The minimum threshold condition for shares is more than 74,592,597, or two thirds of Buongiorno’s share capital at the settlement date, and NTT Docomo is offering to pay EUR 2 (214 Yen) per common share, with the maximum amount of the tender being announced at approximately EUR 224 million. Note that this would not include Buongiorno’s B2B Business, which the company had already sold to Francisco Partners.

According to the company, the tender offer will be conducted by NTT DOCOMO’s German subsidiary, DOCOMO Deutschland GmbH. The move comes after, Mauro Del Rio, Chairman of Buongiorno, and owner of approximately 20% of Buongiorno’s stock, entering into an irrevocable undertaking with DOCOMO Deutschland, to tender all of his shares for the offer. DOCOMO Deutschland has issued a public notice in Italy to announce the tender offer, following it. The tender offer will start, after DOCOMO Deutschland, receives confirmation from Italian securities regulatory authority, and will last 25 trading days after the announcement of the starting date and tender offer period.

According to NTT Docomo, the acquisition will allow both companies to expand their business, and will allow the Japanese giant to reach out to Buongiorno’s global customer base of 2 billion across 57 countries, and benefit from its mobile technology solutions. If the deal goes through, Buongiorno will become a subsidiary of DOCOMO.

Buongiornio’s financials for 2011: As per the offer announcement, for the year ended December 2011, Buongiorno recorded sales of EUR 228.6 million (24.52 billion yen*) and operating profit of EUR 7 million euros (7.5 billion yen at exchange rate of exchange rate of 1 EUR to 107.24 JPY)

Sold its B2B business to Francisco Partners: Buongiorno had already sold it’s B2B operations to PE Fund Francisco Partners, and the business was relaunched as Lumata in November 2011, with Francisco owning a majority share holding of 70% and Buongiorno the remaining 30%. Mitsui, which was a majority shareholder in Buongiorno’s India business, had exited last year: an October 2011 investor presentation (pdf)from Buongiorno suggests that the Indian operations had revenues of EUR 8 million (around Rs 51 crore at current rates), while Buongiorno Digital had revenues of EUR 20 million (around Rs 129 crore at current rates). Buongiorno had acquired Mitsui’s stake in both businesses (51% in Buongiorno India, and 41% in Buongiorno Digital) for EUR 23 million (around Rs 149 crore at current rates).