Deals
Amino Technologies plc Acquires Booxmedia
Amino Technologies plc (stock code: AMO), the Cambridge-based leader in digital entertainment solutions for IPTV, OTT and in-home multimedia distribution, announces that it has acquired Booxmedia Oy ("Booxmedia") for an initial consideration of €7.9m.
The acquisition significantly enhances Amino's offering by adding a field-proven and scalable cloud-based platform which can enable the delivery of "TV everywhere" entertainment to a full range of IP connected devices, including smartphones, tablets, games consoles, set-top boxes and home gateways. It will also expand Amino's addressable market to include mobile operators, OTT providers, media companies and broadcasters.
About Booxmedia
Founded in Helsinki in 2009, Booxmedia is a Software-as-a-Service (SaaS) cloud TV platform provider. Its core product suite enables operators and service providers to launch "TV everywhere" services using an "off the shelf" cloud platform, removing the need to build their own bespoke technology infrastructure. The solution encompasses media capture, encoding, transcoding, storage and delivery and provides ready-to-deploy "TV as an app" for iOS, Android and Windows mobile devices as well as any browser enabled devices, including smart TVs, games consoles, set-top boxes and home gateways.
Booxmedia customers can provide their subscriber base with full functionality pay-TV features such as:
- HD quality streaming of live TV
- Access to catch-up TV, video on demand and cloud-based recording
- "Follow-me" functionality enabling playback of content to be started on one device and finished on others
- Patented functionality which turns a mobile device into an intelligent remote controller for any Internet connected TV screen
Existing customers include Finnish quad play operator DNA Oy, which offers a "TV everywhere" smartphone and tablet service based on the Booxmedia platform. Booxmedia is headquartered in Helsinki, Finland.
Acquisition rationale
Industry analysts* forecast a 13-fold increase in TV viewing on mobile devices over the next five years and, by 2025, predict mobile video will account for more than 20 per cent of total viewing minutes globally.
Amino already has deep expertise in the delivery of high quality IP-based entertainment services via its range of IPTV devices. Content delivered as an IP stream is fast becoming the de facto global method for digital entertainment distribution within and outside the home. The acquisition of Booxmedia will add a field-proven and scalable cloud-based platform to deliver entertainment to a full range of IP connected devices. This extends Amino's IP entertainment delivery offering beyond its current connected home focus and aligns the Group with the industry shift towards "TV everywhere" viewing.
Significantly, Amino will now be able to offer solutions to new customer segments including mobile operators, OTT service providers, media companies and broadcasters, alongside its current fixed-line telecoms operator customers. The Booxmedia SaaS platform is highly complementary to Amino's range of IPTV devices and is expected to provide a number of cross-selling opportunities.
The acquisition will also strengthen Amino's core IP entertainment software capabilities which will now extend to include IPTV devices, mobile devices and the cloud, where Booxmedia has a number of patents granted and pending. It will accelerate Amino's "time to market" with new solutions to address the growing mobile and OTT customer segments.
Terms of the acquisition and further information on Booxmedia
Amino has acquired Booxmedia for an initial consideration of €7.9m including its estimated net cash at completion of €0.5m. The initial consideration will be satisfied by €7.2m in cash (the "Initial Cash Consideration") and €0.7m in Amino shares (the "Initial Share Consideration") calculated by reference to the average of the middle market price on each of the five business days preceding the second business day before completion.
The Initial Cash Consideration has been funded from Amino's existing resources and the Initial Share Consideration has been satisfied by the allotment and issuance of 360,845 new ordinary shares of 1p each in the capital of Amino ("Ordinary Shares"). The new Ordinary Shares issued to satisfy the Initial Share Consideration are subject to a 12 month lock in from the date of completion.
Additional consideration of up to €2.6m, shared equally between cash and new Ordinary Shares, will be payable on the basis of Booxmedia's future performance including its revenue generated for the three financial years ending 31 December 2017.
Booxmedia's revenue and EBIT for the year ended 31 December 2014 were €1.4m and €0.2m respectively. Approximately 54% of revenues were recurring for the year ended 31 December 2014. Booxmedia's management team will continue to be employed by the Group.
As at the date of this announcement, Amino has agreed to acquire 99.9 per cent. of the issued share capital of Booxmedia. Amino expects to acquire the remaining 0.1 per cent. of the issued share capital of Booxmedia via a mandatory squeeze out mechanism pursuant to the Finnish Companies Act in due course.
Application has been made for 360,845 Ordinary Shares to be admitted to trading on AIM, which is expected to occur on 26 May 2015. Following the issue of the new Ordinary Shares the total number of Ordinary Shares in issue is 58,253,897. The Company holds 4,139,898 Ordinary Shares in treasury and therefore the number of Ordinary Shares carrying voting rights is now 54,113,999.
The above figure of 54,113,999 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Commenting on the acquisition, Donald McGarva, Chief Executive Officer of Amino Technologies plc, said:
"This important acquisition is closely aligned with our stated strategy and vision of the future of entertainment and the major industry shift towards TV viewing anytime, anyplace, anywhere.
"Complementary to our current offering, we will now also be able to provide a new, proven and scalable solution to additional markets both within the mobile space and the wider OTT marketplace. Increasingly, "TV everywhere" is the primary route for new agile operators in launching TV services alongside voice and broadband offerings and we look forward to working with the Booxmedia team in targeting these markets.
"The acquisition provides the Group with an immediate capability in this area whilst also providing a platform to build upon. It will also further strengthen our core competency in IP entertainment software bringing cloud TV, multiscreen and mobile expertise to our skillset."
Jukka Sintonen, CEO of Booxmedia, said:
"The capabilities of Amino and Booxmedia align very closely with the industry shift towards both home and mobile entertainment consumption. We look forward to working with our new colleagues in increasing the scope and reach of our solutions to the global market."
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