SYSOPEN DIGIA PLC ACQUIRES YOMI SOFTWARE LTD
SysOpen Digia Plc STOCK EXCHANGE RELEASE 21 March 2005 at 8.45 a.m.
SYSOPEN DIGIA PLC ACQUIRES YOMI SOFTWARE LTD
SysOpen Digia Plc ('SysOpen Digia') and Elisa Corporation have today signed an
agreement whereby SysOpen Digia has acquired the entire share capital of Yomi
Software Ltd ('Yomi Software').
Through the acquisition, SysOpen Digia will further complement its service
offering and expand the size of its business to become a comprehensive systems
integrator for smartphone and information systems. This expansion will support
SysOpen Digia's international business operations.
The acquisition of Yomi Software will strengthen both SysOpen Digia's core
business areas in a well-balanced manner. In Integration Business, especially the
operator segment and enterprise key technology based operations will grow. In
addition, the company's project based business is expected to increase. With
respect to Smartphone Business, the acquisition will make SysOpen Digia a key
player globally. Scalability provided by 450 Symbian experts after the
acquisition, SysOpen Digia will be one of the world's largest Symbian houses.
SysOpen Digia after the acquisition
As a result of the acquisition, SysOpen Digia will become an information systems
and communication solutions integrator with approximately 800 professionals. The
company provides contract engineering services, software solutions, products,
training and consultation to enterprises, smartphone manufacturers, operators,
public organisations and associations. SysOpen Digia's products and services
cover the entire implementation chain from terminal device development to
communications solutions and operational information systems.
SysOpen Digia's pro forma figures for 2004 (FAS) including Yomi Software are as
follows:
Turnover MEUR 64.1
EBITA MEUR 5.8 (9.1% of turnover)
Net gearing 38%
Equity ratio 44%
Implementation of the acquisition
The acquisition price of Yomi Software is 12.1 million euros. The acquisition
price will be paid in cash, and SysOpen Digia will finance it from its own cash
funds. In conjunction with the acquisition, SysOpen Digia will assume liability
for Elisa Corporation's debt of approximately MEUR 1.5 to Yomi Service Oy, a
wholly owned subsidiary of Yomi Software Ltd. SysOpen Digia's Board of Directors
approved the acquisition at its meeting on 21 March 2005.
Immediately after the signing of the agreement, the meeting of the shareholders
of Yomi Software Oy elected the following new members to the board of directors
of the company: Pekka Sivonen, Jari Mielonen, Arto Sahla and Tomi Merenheimo. The
board of directors appointed Jari Mielonen as the managing director of the
company.
SysOpen Digia's financial advisor was Nordea Corporate Finance and the legal
advisor was the law office White & Case LLP.
Combining the businesses
SysOpen Digia's smartphone and integration businesses have been profitable. The
company intends to improve Yomi Software's profitability to be in line with the
Group's objectives by utilising new business opportunities and improving the
efficiency of its current business.
SysOpen Digia aims to integrate Yomi Software to its current business by the end
of June 2005. By combining operations, the company intends to achieve annual cost
savings of about one million euros which it expects to materialise in full as of
2006.
Altogether, SysOpen Digia expects to achieve annual cost savings of 1.8 million
euros as of 2006. This figure includes the cost savings of 0.8 million euros
announced in connection with the combination of SysOpen Plc and Digia Inc.
Comments
Pekka Sivonen, Chairman of the Board of Directors, SysOpen Digia Plc:
This acquisition provides SysOpen Digia with extended resources to carry out its
current business. At the same time, it communicates to the market that we are
proceeding actively in order to strengthen our position as a supplier of
comprehensive mobile and business solutions. The expertise that Yomi Software
adds to the company, particularly in the Symbian business, in the operator
segment and enterprise applications, is a major step forward in this development.
Jari Mielonen, Chief Executive Officer, SysOpen Digian Plc:
Yomi Software's business provides a well-balanced complement to SysOpen Digia's
solid core businesses and gives us an excellent foundation for further
development of our expertise and customer base in line with our growth
objectives. Further measures related to the acquisition will focus on the
improvement of business profitability by adapting the cost structure to our
future goals, integrating their expertise to SysOpen Digia's current business and
taking full advantage of the new market opportunities.
Further information
SysOpen Digia Plc will hold a briefing on the acquisition for analysts, investors
and media today on Monday, 21 March 2005 at 11 a.m. in Restaurant Pörssi,
Fabianinkatu 14, Helsinki. All are welcome.
A separate briefing will be held in Jyväskylä for analysts, investors and media
today on Monday, 21 March 2005 at 4 p.m. in Innova, Piippukatu 11. All are
welcome.
Helsinki, 21 March 2005
SYSOPEN DIGIA PLC
Board of Directors
FOR FURTHER INFORMATION, PLEASE CONTACT:
Pekka Sivonen, Chairman of the Board of Directors, SysOpen Digia Plc, tel.
+358 40 759 3601
Jari Mielonen, Chief Executive Officer, SysOpen Digia Plc, tel. +358 40 703 8383
Yomi Software in brief
Yomi Software Ltd produces communications systems for customers in the form of
products, services and customised solutions.
Yomi Software's core areas of expertise are smartphone applications, service and
network management systems for telecommunications operators, and mobile business
solutions.
The company's turnover in 2004 was approximately 16.8 million euros and earnings
before interest, taxes and goodwill amortisation (EBITA), were 0.4 million euros,
accounting for 2.6 per cent of the turnover. At present, the company employs
approximately 270 professionals.
SysOpen Digia Plc in brief
SysOpen Digia Plc is a leading integrator for information systems and
communication solutions. The company provides contract engineering services,
software solutions, training and consulting to enterprises, smartphone
manufacturers, operators, public organisations and associations. SysOpen Digia's
products and services cover smartphone and information systems development in a
comprehensive manner. The company's registered office is in Finland, and it
operates globally with more than 550 professionals on its payroll. SysOpen
Digia's pro forma turnover was 47.2 million euros and pro forma EBITA 5.4 million
euros, or 11.4 per cent of the turnover in 2004. SysOpen Digia Plc was formed in
February 2005 by combining Sysopen Plc and Digia Inc. The above pro forma figures
reflect this combination. The company is quoted on the main list of the Helsinki
Stock Exchange.
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Helsinki Stock Exchange
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