Buongiorno S.p.A. finalized today the sale of “sms.at”, announced February 29.
The business perimeter of the activity ceded includes two legal entities: sms.at marketing services GmbH and sms.at mobile internet services GmbH. The NewCo will guarantee the continuity of existing services such as mysms.
100% of the assets in the perimeter have been valued at approximately 5 million Euro. In 2011, revenues and EBITDA of the two companies were 6.8 million Euro and 1.3 million Euro respectively.
Buongiorno S.p.A.’s Net Financial Position will improve by 5 million Euro and the Group will receive:
- 2 million Euro today;
- 350 thousand Euro within three months following the closing, adjusted by the value of the Net Current Assets of the two legal entities, calculated on March 31, 2012;
- 2.3 million Euro in three deferred payments during the three consecutive years after the closing.
The contract foresees the payment of an Additional Consideration to Buongiorno in case an Exit Event occurs within 24 months of the closing date. Exit Event is defined by contract as: an initial public offering of one or both of the two legal entities included in the perimeter or the signing of any transaction, including but not limited to a sale, of one or both of the companies in the perimeter. The Additional Consideration will be equal to 25% of the amount by which the Exit Valuation exceeds the sum of 10 million Euro.
Brandl & Talos acted as legal counsel to Buongiorno in the transaction.