Monitise plc, (LSE: MONI.L), the technology and services company
delivering mobile banking, payments and commerce networks worldwide,
announces that it has entered into an agreement to acquire Clairmail
Inc., a leading US provider of mobile banking and payments solutions
(the “Acquisition”), further enhancing Monitise’s position as the global
leader in the fast expanding mobile money market. Clairmail is growing
rapidly with revenues in 2011 up by 90% year on year.
The Acquisition consideration will be satisfied entirely by the issue of
up to 312,787,144 new Ordinary Shares representing approximately 26.5%
of the fully diluted share capital of the enlarged Company1,
post completion, and values Clairmail at approximately US$1732m
(£109m), based on Monitise’s share price of 35.0 p as of the close of
trading on March 23, 2012. The deal is conditional upon US regulatory
and shareholder approvals. It is expected that the Acquisition will be
completed before the end of the financial year 2012.
Acquisition highlights and benefits:
Financial summary and outlook:
Alastair Lukies, Monitise Group Chief Executive, commented:
“Monitise has established itself as the world’s number one platform and
ecosystem of choice in the hugely exciting mobile money industry. This
transaction further enhances this leadership position and is great news
for all those wanting to offer bank-grade mobile money services to
billions of consumers worldwide.
Combining Monitise and Clairmail substantially accelerates our already
strong position in one of the world’s leading banking and payments
market, namely the US. With a population of 314 million and over a 100%
mobile phone penetration, it is anticipated that 111 million US
consumers will be using mobile banking by 20167 while mobile
commerce revenues are forecast to hit $31 billion in 20168.
The future of payments, the internet, retail and social networking is
This deal is transformational for our customers, our team, our
shareholders and our company. With the ongoing support of our strategic
partners such as Visa and FIS we are perfectly placed to help our
clients in the financial services industry defend and extend their
position amid the seismic changes being unleashed by mobile.
Pete and his team have done an impressive job in building relationships,
products and the overall Clairmail business which is very well respected
in the US market. We look forward to welcoming them to the Monitise
Pete Daffern, Clairmail Chief Executive Officer, commented:
“Since 2004, we have been dedicated to helping our financial institution
clients interact with their customers and drive new sources of revenue
via mobile, the strategic channel of the future.
Consumers in the US are benefiting from increasingly innovative and
integrated mobile banking, payments and commerce services on their
handsets so they can manage their money on the move. Clairmail has
established itself as a market leader as the appetite for mobile banking
and payments has grown exponentially.
We are excited to be joining the Monitise family at a key point in the
mobile money revolution. This combination presents a significant
opportunity to jointly propel our innovative and market-leading products
and services to the next level. Together, we are a more attractive
partner for our customers and a more exciting company for our employees.”
The full press release is available at http://www.monitisegroup.com/media/press_releases?id=564
Goldman Sachs International acted as financial adviser and Canaccord
Genuity Limited as Nominated Adviser and Broker to Monitise in
connection with the Acquisition.
1 Taking account of assumed issue of warrants and shares
under option scheme2 Foreign exchange rate
for Sterling/US Dollar used is $1.58, being the rate as at 23 March 20123
Management estimates of rebased IFRS numbers and accounting policies,
equivalent revenues of $13m under US GAAP4 Includes
management estimates of rebased IFRS numbers and accounting policies5
Defined as Earnings Before Interest Tax Depreciation and Amortisation,
share based payments and exceptionals6 Management
estimates of rebased IFRS numbers and accounting policies, equivalent
EBITDA loss of US$18m under US GAAP7 Javelin Research,
20128 Forrester Research, 2011
Forward Looking Statements
This announcement contains 'forward-looking statements' concerning
Monitise and Clairmail that are subject to risks and uncertainties.
Generally, the words 'will', 'may', 'should', 'continue', 'believes',
'targets', 'plans', 'expects', 'aims', 'intends', 'anticipates' or
similar expressions or negatives thereof identify forward-looking
statements. Forward looking statements include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business
and management strategies and the expansion and growth of Monitise's or
Clairmail's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on
Monitise's or Clairmail's business.
These forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those expressed in
the forward-looking statements. Many of these risks and uncertainties
relate to factors that are beyond Monitise's or Clairmail's ability to
control or estimate precisely, such as future market conditions, changes
in regulatory environment and the behaviour of other market
participants. Neither Monitise nor Clairmail can give any assurance that
such forward-looking statements will prove to have been correct. The
reader is cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this announcement.
Neither Monitise nor Clairmail undertakes any obligation to update or
revise publicly any of the forward-looking statements set out herein,
whether as a result of new information, future events or otherwise,
except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of Monitise, Clairmail or
any other person following the implementation of the Acquisition or