Buongiorno Vitaminic SpA

Buongiorno Vitaminic
music to your mobile
presentation to the financial community
March, 11 2003
about vitaminic & buongiorno
the combined entity
What’s New
Vitaminic is Europe’s leading digital music solution provider , focused on new
digital formats and innovative electronic distribution channels, and owns the
second largest legal online digital catalogue in the world.
Buongiorno is Europe’s leader for Interactive Mobile Services , operating on
production, distribution, editing, acquisition, exploitation and managing of contents,
mainly in the area of information and entertainment services, through Internet and
wireless channels.
Vitaminic and Buongiorno entered into a definitive agreement to merge their forces.
the combined entity
Vitaminic Group
Vitaminic is Europe’s leading digital music solution provider.
Vitaminic built a diversified product portfolio to answer different needs using the most innovative
electronic distribution channels (web, mobile, satellite, I-TV…).
Vitaminic has built its technological platform for digital music and multimedia content.
Vitaminic owns the second largest legal digital Artist Community in the world.
Vitaminic Revenue Model is organized into three areas:
üBusiness Services
Web Digital Music Services I Mobile Digital Music Services
üConsumer Services
Advertising & Promotion I Commerce
üMusic Industry Services
Artist Services I Label Services
Vitaminic was founded in April 1999 by G. Dettori, F. Gonella and A. Marconetto.
Vitaminic has been listed since Oct 2000 on the Italian Nuovo Mercato.
Vitaminic Group includes: Peoplesound.com, Iuma, FranceMp3 and ZipMind.
the combined entity
Vitaminic Shareholding Structure
Kiwi
Management
Company
Limited
13.907%
Gianluca Dettori
8.273%
Franco Gonella
7.412%
Adriano
Marconetto
7.412%
MKT
60.662%
Mediatel
2.333%
the combined entity
Buongiorno Group
Buongiorno is Europe’s leader for Interactive and Mobile Services (IMS). It delivers digital
infotainment services through a variety of channels – e-mail, SMS, voice, MMS, WAP – typically
“push”.
Buongiorno revenues are organized in three areas: Marketing Services (advertising and/or CRM
services to companies), Consumer Services (infotainment services to consumers – billed directly to
their phone) and Technology Services (software and system integration services to companies).
Buongiorno operates directly in IT and, through its directly controlled subsidiaries, in ES, the UK, FR,
DE and AU.
Buongiorno reaches over 30 million subscribers in Europe, does business with more than 500 firsttier companies and partners, virtually, with all the major European Mobile operators.
Buongiorno was founded in February 1999 by Mauro Del Rio, who made a business out of an
initiative he had been running since 1995.
Buongiorno acquired MyAlert.com in 2001.
the combined entity
Buongiorno Shareholding Structure
Orcaneta
FINBA Luxembourg 2.498%
Sarl
2.498%
Andrea Campani
2%
Nomura
International
2%
Sanpaolo IMI Private
Equity Scheme BV
2.198%
Capital Riesgo
Internet S.A.
3.097%
Other Shareholders
36%
Jorge Jiménez Mata
9.391%
Capital B!
3.896%
3i Group Plc
5.395%
Mauro Del Rio
31.269%
the combined entity
The Combined Entity
pre merger
post merger
VITAMINIC SPA
BUONGIORNO SPA
BUONGIORNO
VITAMINIC SPA
the combined entity
The Combined Entity Shareholding Structure
Capital Riesgo
Internet S.A.
2.790%
MKT
48.250%
Jorge Jiménez Mata
8.450%
Mauro Del Rio
28.130%
Kiwi Management
Company Ltd
1.390%
Mediatel Partners
0.320%
3i Group Plc
4.820%
Franco Gonella
0.750%
Adriano Marconetto
Gianluca Dettori
0.750%
0.840%
Capital B!
3.510%
free float: over 48%
the combined entity
Rationale Of The Operation
The Buongiorno - Vitaminic merger has a strong industrial rationale
Vitaminic and Buongiorno have:
- similar business models
- same core capabilities (content aggregation, digital marketing and technology management)
- same revenue streams
- Italian HQ
- a geographical footprint covering the major European countries
Buongiorno develops its business on infotainment at large, Vitaminic is focused on music which
is a very important part of the entertainment industry.
The two companies can deploy synergies:
-on the revenue side (music distribution to Buongiorno subscribers base, leverage of mobile
operator agreements, cross selling on business services customers…)
-on the cost side (corporate costs, premises, sales costs, technology)
The combined entity is in the best position to consolidate its leadership in Europe
the combined entity
Benefits Of The Operation
To create a brand new operator, with a unique competitive position, ready to
exploit the great opportunities of wireless and wireline networks and to reach
profitability faster than previously forecasted!
the combined entity
Details Of The Operation
The integration between the two groups will be done through the merger of Buongiorno SpA and
Vitaminic SpA.
The combined entity will be named Buongiorno Vitaminic SpA.
Vitaminic by-laws will stay unchanged.
Buongiorno’s shareholders will receive 13 Vitaminic new issued shares for each 2 shares owned.
A satisfactory due diligence process has been completed and the respective Boards have
approved the merger.
Next steps:
- approval of the merger project documentation by Shareholders’ Meetings
- positive completion of certain legal procedures according to Italian law
- approval of the exemption ruling which Vitaminic and Buongiorno committed to request
Consob authorities
Entire process is estimated to be completed within the first half of July 2003.
the combined entity
Lock-up Agreements
To support the positive outcome of the merger process Vitaminic SpA
founders and Mauro Del Rio, Jorge Mata Jiménez and Andrea Casalini of
Buongiorno committed themselves to vote in favour of the merger in the
upcoming Shareholders’ Meetings and signed a lock up agreement* in
order to support the achievement of the combined business plan.
* See the press release issued on February 4, 2003 for details
the combined entity
Integration Strategy
Steering committee already up and running to speed up synergies
Integration of operations by country
Joint account management on Telcos for wireless services
Cross-selling of the products portfolio
Joint offers already in place
the combined entity
market’s
opportunities and threats
The Music Industry
Digital music is changing consumer’s music consumption and the music industry at large.
There is a strong demand for digital music distributed online and, increasingly, consumers are turning
to the Web for their music needs.
Recent figures show a significant drop in sales of physical carriers of music such as CDs*.
Music piracy on the Internet has become ubiquitous.
Record companies – and in particular the 5 Majors – have been very slow in recognising the rapidly
growing popularity of the online digital music and are offering very limited licenses to only an
insignificant portion of their music catalogues.
However, things are constantly changing:
- Sony invested in Pressplay
- AOL has launched its download service
- Roxio (EMI) has acquired Napster
- RealNetworks invested in Listen.com
* Global sales of recorded music down 9.2% in H1 2002, sales of CD albums saw a 7% fall, single sales also dropped by 17%, while cassettes continued a long-term
decline, falling by 31%, according to IFPI’s October 10, 2002.
market’s opportunities and threats
The Music Mobile Market
Estimates of mobile music market: 2.7 billion Euro in 2005.
This represents one fifth of the total music market in Europe.
3000
2670
2500
2000
Revenues mln Euro
1500
Active Users mln
1000
500
115 36
98
0
2002
2005
Source of the graph: Morgan Stanley – Telecommunications Services – Wireless, January 31, 2003
market’s opportunities and threats
The Wireless Market
Western European Total Cellular Services Revenues (Euro)
Infotainment and music (2005): 5.1 bn Euro
140.000
120.000
100.000
80.000
60.000
40.000
20.000
0
Data
Voice
Infotainment
28.180
13.827
94.815
Music Ringtones
Logos
102.959
Games
Video
P2P
2002
2005
Browsing
Buongiorno Vitaminic addressable MKT: €2-2.5 bn
Source: Morgan Stanley – Telecommunications Services – Wireless, January 31, 2003
market’s opportunities and threats
Opportunities & Threats
Opportunities:
• Market leader position to exploit VAS ramp up
• Recovery of web & wireless adv
• Consolidation opportunity
• 3G as catalyst to multimedia digital content (music, video…)
• Digital communication and CRM capabilities to support business services
Threats:
• Time-frame horizon of opportunities development (3G roll out)
• Value Chain squeezing by Telcos and Media
• Increased competition by large players in the Media and Technology space
market’s opportunities and threats
our role in the market:
the leader in interactive &
mobile services
Our Role In The Market
Content
providing
Digital music
- Emi
- Bmg
- Universal
- DRM
Application
service
providing
Distribution
channels
- Content
management
- 500,000 digital
tracks
- Web
- Mobile
- Syndication
Text content
- Own editors
- “Vip writer”
- Branded content
- e-mail delivery
- SMS center connection
- Content Repository
- MM
- Production/delivery
Multimedia content
- Cartons (Looney
Toons)
- Logos and ringtones
- Syndicated pictures
Videos
Multiple
content
- Billing platform
- Profiling
- CRM tool
- Customer service
Owned publishing
Media partnership
Telcos
Custom 3rd party
publishing
One stop
shop
Multiple
channels
paid content / sponsored content
Consumers
our role in the market:
the leader in interactive & mobile services
The Competitive Landscape
+
B! VIT
Dada
High Growth Potential
UCP
Movilisto
Range
Of
Services
Zed
Gsmbox
12Snap
Acotel
Kiwee
Fly Txt
Mblox
-
Diora News
-
Webraska
Netsize
Freever
Digital Bridges
Geographical Presence
+
our role in the market:
the leader in interactive & mobile services
Combined Entity’s Key Assets
User base
30 mln web users | 6 mln wireless users
Content
600 email newsletter | 50 sms newsletter | 500,000 digital tracks | 1,500 record labels
Telco partnership
20 operators à 100 mln potential users
Corporate customers
500 first tier companies (consumer goods, retailers, financial institutions, auto makers,…)
Brands
Buongiorno | Vitaminic | Peoplesound
Technology platform
world class solution provider | wireless messaging | multimedia content management & delivery
Team
about 300 professionals
our role in the market:
the leader in interactive & mobile services
organization
products, services & customers
New Organization
CEO
STAFF
GLOBAL
MOBILE
UNIT
TECHNOLOGY
ITALY
SPAIN
UK
FRANCE
GERMANY
&
AUSTRIA
NEW CANDIDATES FOR THE BOARD OF DIRECTORS*
Mauro Del Rio, Chairman
Andrea Casalini, Managing Director (CEO)
Gianluca Dettori, Director (VP M&A)
* To be appointed in the first upcoming Shareholders’ Meeting
organization, products, services & customers
Products & Services
Consumer
Services
(paid content)
Marketing
Services
(sponsored content)
Technology
Services
• sms information
• alerts
• logos & ringtones
• voice postcards
• mms services
• VMC subscription
• branding
• CRM services
• publishing services (customized newsletter)
• digital premium & CDs
• market research
• software licensing & integration
• ASP
organization, products, services & customers
Customers
Ø500 advertisers
Ø20 mobile operators
Ø>3 million paying customers/subscribers to VAS
EURISKO
organization, products, services & customers
economic &
financial highlights
VIT FY 02 Economic & Financial Highlights – P&L
Profit & Loss Account Higlights (K Euro)
Revenues
Total Value of Production
Cost of goods, services and use of third party assets
Personnel expenses
Gross operating margin
Amortisation, depreciation and write-downs
Other operating costs
Operating profit (loss)
Net financial & exceptional income
Profit (loss) for the year
FY 2002
6,925
6,935
-11,054
-7,260
-11,379
-21,613
-151
-33,143
-2,414
-35,557
FY 2001
4,464
4,563
-11,477
-5,592
-12,506
-1,345
-127
-13,978
498
-13,480
economic & financial highlights
VIT FY02 Economic & Financial Highlights – BS
Balance Sheets highlights (K Euro)
Fixed assets
Net current assets
- Severance indemnity fund
- Reserves for risks and charges fund
Total
Capital and reserve
Medium and long term borrowings
Cash and cash equivalents
Total
31.12.02
8,212
946
208
1,630
7,320
9,513
2,193
7,320
-
-
31.12.01
28,140
726
122
1,073
26,219
43,792
17,573
26,219
economic & financial highlights
VIT FY02 Economic & Financial Highlights – Cash Flow
Cash flow highlights (K Euro)
Cash and cash equivalents at period start
Cash flow (*)
Change in current assets
Cash flow from net Investments (**)
Net cash from acquired companies
Cash flow from financing (***)
Cash and cash equivalents at period end
-
FY 2002
17.573
13.588 1.670
831 709 2.193
FY 2001
27.567
12.243
1.755
3.499
4.018
25
17.573
(*) Cash flow is equal to profit (loss) for the year plus amortization and depreciation plus net change in the severance
indemnity fund plus reserves for risks & charges fund
(**)/(***) Not included: acquisitions of controlled companies / assets by new shares issuing (Euro 568 K in FY02, Euro
28,419K in FY01) and capital increase by contribution in kind (Euro 568 K in FY02, Euro 28,419K in FY01)
economic & financial highlights
-3.671
-3.428
-2.745
-1.535
FY 02
Q4 02
-3.302
Q3 02
Q4 01
-3.425
Q2 02
Q3 01
-3.135
Q1 02
Q2 01
-2.644
FY 01
Q1 01
FY 00
Q4 00
Q3 00
Q2 00
Q1 00
Gross Operating Margin Trend
0
-2.976
-5.000
-4.330
-6.088
-11.187
-12.506
-11.379
-10.000
-24.581
-15.000
-20.000
-25.000
GOM,K
Euro
Q4 02: € -1,535 K
-54%
vs. Q4 01
-44%
vs. Q3 02
FY 02: € -11,379 K
-9%
vs. FY 01
economic & financial highlights
Buongiorno Vitaminic FY 02 Aggregate (*) Results
Profit & Loss Account Higlights (K Euro)
Revenues
Total Value of Production
Cost of goods, services and use of third party assets
Personnel expenses
Gross operating margin
Amortisation, depreciation and write-downs
Other operating costs
Operating profit (loss)
Net financial & exceptional income
Profit (loss) for the year
-
FY 2002
45.570
47.827
42.854
20.632
15.659
33.416
981
50.056
4.396
54.452
(*) Economic items between Vitaminic and Buongiorno are not material
economic & financial highlights
Key 2003 & 2004 Objectives
Organic Revenues Growth
FY 2003 à € 52 – 56 million
FY 2004 à > 30% growth
EBITDA break-even within the end of 2003
Restructuring & Integration fully completed in H1 FY 2003
Consolidation of the leadership position in Europe
in the wireless and multimedia content services markets
Development of new extra-Europe markets
economic & financial highlights
Stock Performance
Analysts’ coverage:
5/3/03
110
100
90
•
Banca IMI
•
Banca Leonardo
•
Gestnord SIM – Banca Sella
•
Twice SIM
80
70
60
50
For more information:
40
http://www.vitaminic.it/vita/investor/investor.jsp
30
E-mail: [email protected]
20
10
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VITAMINIC
NUMTEL - ITALY NEW MARKET - PRICE INDEX
NASDAQ COMPOSITE - PRICE INDEX
Source: DATASTREAM
economic & financial highlights
thank you
for your attention