Buongiorno to Acquire 100% of iTouch for Euro 141 Million

Buongiorno to Acquire 100% of iTouch for Euro 141 Million

July 10, 2007

Becomes the World's No.1 Provider of Mobile Entertainment,
Information, Messaging and Marketing Services

    MILAN, Italy, July 3 /Xinhua-PRNewswire/ -- Buongiorno
will pay Euro 129 million to iTouch shareholders, of which
Euro 73.7 million in cash and the remaining in shares.
Additionally Buongiorno will absorb the current Euro 12
million net debt of iTouch.

    Banca IMI (Intesa Sanpaolo Group) will arrange a Euro
115 million loan facility for Buongiorno to fund the
transaction.

    After the acquisition, Buongiorno will have a team of
more than 1,100 professionals in 20 countries and will
deliver services in more than 40 countries. With 2006
pro-forma aggregated revenues of Euro 318 million and
pro-forma EBITDA of Euro 39 million, the Company will
become the largest worldwide player in the mobile value
added sector.

    Oak Investment Partners and Goldman Sachs will become
shareholders in Buongiorno.

    Buongiorno S.p.A. (MTAX STAR, Italian Stock Exchange:
BNG), a leading multinational operating in the digital
entertainment market, has signed today a definitive
agreement to acquire 100% of the share capital of iTouch
Ventures Limited.

    "The acquisition of iTouch is another hugely
important step in Buongiorno's strategy to build a global
organization. The two companies together have a truly
worldwide footprint with a strong presence in many key
markets including the US, the UK, France, Spain, Italy,
South Africa, Australia, Benelux, Mexico and Brazil. Given
its global presence, diversified product portfolio and
complementary channels, the combined entity will be in a
very strong position to benefit from the significant
expected market growth in the Mobile Value Added Services
sector. Additionally Oak Investment Partners, Goldman Sachs
and the iTouch management team will become shareholders in
Buongiorno. We are delighted to welcome them on board and
to start working together to further accelerate our plan to
generate significant shareholders returns," comments
Mauro Del Rio, founder and Chairman of Buongiorno S.p.A.

    Founded in 1995 in South Africa, iTouch is a market
leader in the distribution of mobile entertainment products
and services. iTouch has offices in 13 countries and
distributes its content in 23 countries, having access to
over 500 million mobile users through a flexible
multi-channel strategy. The business markets its products
directly to consumers through its own brands and also
through extensive relationships with media partners and
mobile network operators. iTouch has made strong financial
progress since its Initial Public Offering (IPO) in 2000 on
the London Stock Exchange (LSE), has in place solid
financial control procedures and is managed by an
experienced and motivated team that will remain with the
combined Group following the acquisition.

    iTouch de-listed from the LSE in June 2005 following
the acquisition of the company by For-side.com in Japan for
GBP 184 million but is now privately owned following a
management buyout in February 2007.  Current investors in
iTouch include Oak Investment Partners with 40% of the
ordinary shares and Goldman Sachs with 20%, as well as the
management team.

    The value of the transaction is Euro 141 million.
Buongiorno will pay Euro 129 million to iTouch shareholders
and will absorb the current Euro 12 million of net debt of
iTouch. The consideration will be satisfied partly in cash
and partly in new Buongiorno shares to be issued to iTouch
shareholders in exchange for iTouch shares, pursuant to
article 2440 and 2441 of the Italian Civil Code.

    The cash component, for a total amount of Euro 73.7
million of the total consideration, will be funded by a new
loan facility arranged by Banca IMI S.p.A. (Intesa Sanpaolo
Group) for a total amount of Euro 115 million.

    The contribution in kind is to be settled by issuing
15.4 million new shares in Buongiorno (at a share price of
Euro 3.59 per share) with a par value of Euro 0.26 each,
reserved for the shareholders of iTouch, arising from an
increase in share capital to be approved by Buongiorno's
shareholders in an upcoming Extraordinary Shareholders
Meeting to be convened for this purpose. The total amount
of Buongiorno's fully diluted outstanding shares post
transaction will be 106.2 million as per the Treasury
method.

    "The combination of Buongiorno and iTouch creates
the undisputed No. 1 player in the mobile entertainment
market worldwide. More than 1,100 strong professionals will
now become one team and will be able to align their skills,
creativity and passion behind a common goal of bringing
digital entertainment experiences to 1 billion people
worldwide by 2012. We are looking forward to the
integration of the two groups that will lead to an even
better service for our customers, even bigger professional
opportunities for our people and even more exciting
perspectives for our shareholders," comments Andrea
Casalini, Chief Executive Officer of Buongiorno S.p.A..

    "The mobile VAS market continues to offer major
opportunities for development and requires increasing size
and global scale. We are excited to jointly address the
market with Buongiorno. The joint entity will be the
pre-eminent player in the sector globally, leading the way
in the 3G revolution which is reshaping the traditional
mobile content and services sector," comments Wayne
Pitout, Chief Executive Officer and co-founder of iTouch.

    With 2006 pro-forma aggregated revenues of Euro 318
million (1) and Euro 39 million EBITDA (before exceptional
expenses) the newly formed Group will be the leading
provider of mobile entertainment, information, messaging
and marketing services globally.

    The combined company is expected to benefit moreover
from fixed cost synergies and scale, achieving tangible
margin improvements and a reduction in business risk due to
a balanced multi-channel approach and improved geographic
reach.

    The company will provide further details on the
operational and income statement impact of the transaction
with respect to its targets for 2007 and long term plan
after the closing date. Further details relating to the
transaction will be included in the documentation to be
made available to the Italian Stock Exchange, Consob and
the Shareholders in accordance with Italian laws and
regulations.

    The closing of the acquisition of iTouch by Buongiorno
is subject to certain conditions precedent, among which the
approval of the dedicated capital increase by the General
Shareholders' meeting of Buongiorno and the absence of
material adverse change with respect to the transaction. 

    It is intended that following the closing of the
transaction Wayne Pitout will join the Board of Buongiorno
as an Executive Director, together with a designee of Oak
Investment Partners. Wayne Pitout will be in charge of
M&A activities in the new combined entity.

    The total number of shares are subject to the lock-up
agreement in the purchase agreement, which shares will
represent approx. 14.5% of the post-dilution share capital
of Buongiorno S.p.A.. The lock-up commitments will last 180
days as of closing with limited permitted sales by certain
shareholders prior to the expiration of the 180 day
lock-up.

    Bonelli Erede Pappalardo acted as legal advisor, UBS
Investment Bank as financial advisor to Buongiorno for this
transaction and Banca IMI and UBS Investment Bank as
advisors for the financial structure of the deal.

    Simmons & Simmons and Finn, Dixon & Herling
acted as legal advisors to iTouch.

    (1) Total revenues are calculated as the sum of
Buongiorno revenues (Euro 191.8 million) plus iTouch net
revenues effected for network operator share (GBP85.6
million converted to Euro using a GBP/Euro exchange rate of
1.47).


    For more information, please contact:

    Investor Relations, 
     Michaela M. Carboni, 
     Head of Investor Relations
     Tel:   [phone]
     Email: [e-mail]

    PR and Communication, Corporate Global
     Lucia Predolin, 
     Head of International Marketing and Communication
     Tel:   [phone]
     Cell:  [phone]
     Email: [e-mail]