Extra general meeting of stockholders: Aspiro acquires Picofun AB

Report this content

Extra general meeting of stockholders of Aspiro AB (publ) Aspiro acquires Picofun AB In order to strengthen its position as a leading provider of mobile services, Aspiro announces that it is to acquire the Swedish company Picofun AB. Picofun publishes and distributes mobile games and entertainment services. The acquisition complements and expands Aspiro's own range of products by almost 80 attractive mobile applications and more than doubles its customer base of mobile operators. Picofun is one of Europe's leading distributors of mobile games and entertainment applications with a portfolio of some 80 exciting applications. Aspiro develops and markets mobile applications focused on entertainment services. Consequently, Picofun's own product range is an ideal complement to Aspiro's current portfolio of services. Picofun's customer base comprises of 27 mobile operators and portals, 21 of these are new to Aspiro, including Telefonica (Spain), Virgin (England), Orange (France) and Cingular (USA). Together Aspiro and Picofun will now reach some 200 million mobile phone users in Europe and North America. "Mobile games and other entertainment services are mainly used by young people, therefore Picofun's services are a perfect complement to Aspiro's own product offerings," says Håkan Persson, Aspiro's CEO. "There is a great amount of interest among operators for these types of services which are tailored to specific target groups." The acquisition will be financed by two non-cash share issues equivalent to approximately 12.9 million shares and a cash sum of SEK 5.5 million conditional upon the approval of the extra general meeting of stockholders on August 23. The dilution effect on Aspiro's share capital will be approximately fifteen percent. "The acquisition of Picofun is one of several planned consolidating moves aimed at strengthening Aspiro's position as the dominating provider of mobile services in Europe and North America," states Håkan Persson. "We are currently holding talks with a number of companies to strengthen still further Aspiro's customer base and distribution network." See page two for details of the extra general meeting of stockholders of Aspiro AB (publ). For more information, please contact: Håkan Persson, CEO, Aspiro AB, tel: +46 (0)708 36 81 30 Johan Lenander, Vice Chairman, Picofun AB, tel: +46 (0)708 21 80 01 Helena Gynnerstedt, Press Officer, Aspiro AB, tel: +46 (0)40 360 03 18 About Aspiro Aspiro offers mobile teleoperators, portals, companies and organizations a wide range of attractive services designed to meet the consumer's needs for information, entertainment and communication via mobile media. The company's vision is to become an external mobile services division for mobile operators and companies with strong brands where we can provide applications as well as consultation. Founded in 1998, Aspiro is today an important international player in the mobile services market. Aspiro's business concept, organization and operations are based on many years of experience gained in the mobile telecommunications and IT sectors. For more information, please visit www.aspiro.com. About Picofun In its role as publisher and distributor, Picofun is a driving force in the development of the mobile entertainment industry. Picofun today has distribution agreements with most of Europe's and USA's leading mobile operators. The company's games have already attracted millions of users around Europe. Although Picofun has its base in Sweden, it has secured a global presence through a wide international network of partners such as Ericsson, Nokia, Siemens, Cable & Wireless, Accenture and IBM. For more information, please visit www.picofun.com 2(2) Extra general meeting of stockholders of Aspiro AB (publ) The Board of Aspiro AB (publ), 556519-9998, hereby convene an extra general meeting of stockholders on: Date Friday, August 23 2002 Time 10.00 a.m. Place Aspiro's offices in Malmö Address Gråbrödersgatan 2, Malmö, Sweden A. RIGHT TO PARTICIPATE IN THE EXTRA GENERAL MEETING Stockholders wishing to participate in the Extra General Meeting must be entered as stockholders in the share register maintained by Värdepapperscentralen VPC AB (Swedish Securities Register Center) no later than Tuesday, August 13 2002. In addition, stockholders must notify the company of their intention to attend the meeting by 4.00 p.m., Monday, August 19 2002, at the following address: Aspiro AB, "Extra General Meeting", Box 118, 201 21 Malmö, Sweden. Or by fax on +46 40 579771, or e-mail to shareholdersmeeting@aspiro.com. When giving notification, stockholders should state their name, personal identity number (Swedish nationals only), address and telephone number. Persons attending the meeting on behalf of a stockholder must present a valid power of attorney to the company before the meeting commences. Stockholders whose shares are registered in the names of trustees must temporarily be entered in the stock register in their own names no later than August 13 2002 in order to participate in the meeting. All such persons are strongly advised to inform their trustees in good time. B. AGENDA OF THE EXTRA GENERAL MEETING Proposed agenda 1. Opening of the meeting. 2. Election of the Chairman. 3. Preparation and approval of the voting list. 4. Approval of the agenda. 5. Election of two persons to approve the minutes. 6. Examination of whether the meeting has been properly convened. 7. Submission by the Board of copies of the most recent annual report and auditor's report and the Board of Directors' statements in accordance with the Companies Act, section 4, paragraphs 4 and 6,and the auditor's report of the statements. 8. Authorization for the Board to adopt a resolution regarding a non-cash share issue. 9. Election of a new member to the Board of Directors. 10.Closing of the Extra General Meeting. Authorization for the Board to decide on a non-cash share issue (item 8) The Board's proposal involves the extra general meeting of stockholders authorizing the Board's decision of August 8 2002 to increase the company's share capital by a maximum SEK 239.240 through the new issue of a maximum of 11.962.000 shares each with a nominal value of SEK 0.02 at an issue price of SEK 0.40 per share. The right to subscribe for the new shares shall be given to the stockholders of Picofun AB. Payment for the new shares shall be made in kind through the acquisition of 1.047.600 shares in the company Picofun AB. The remaining shares in Picofun AB are intended to be acquired partly through an additional new non-cash share issue and partly a cash purchase payment of SEK 5.5 million. The new shares shall, with regards to dividends and other similar matters, carry the same rights as the former shares in Aspiro AB. The new shares also include the right to a distribution of profits (if such should occur) beginning in the financial year 2002. Proposal regarding the election of a new Board member (item 9) Stockholders propose the election of Johan Lenander as a new Board member. C. AVAILABLE DOCUMENTS In accordance with section 4 of the Companies Act, the Board's complete proposals calling for authorization of its decisions and all relative documentation shall be available to stockholders as of August 16 2002 at Aspiro's offices. Copies will also be sent to stockholders who wish to receive them. Malmö August 2002 Board of Directors ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/08/09/20020809BIT00130/wkr0001.doc http://www.waymaker.net/bitonline/2002/08/09/20020809BIT00130/wkr0002.pdf