Information to the shareholders in LBI International AB (publ) (

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Algemeen advies 13/04/2010 07:24
An information document regarding the proposed merger between LBi and Obtineo is today published on LBi's website, www.lbi.se, under the heading Investor Relations.
The printed document may be ordered by:
E-mail: lbi@strd.se
Phone: +46 8 449 88 16
LBi today also presents its official annual report for 2009 on LBi's website. This annual report and these consolidated income statements for 2009 is prepared only for the information document regarding the merger dated 12 April and contains only the Report of the Board of Directors and the financial statements. They have not been subject to adoption by the Annual General Meeting. The complete annual report and consolidated income statement 2009 will be made public for subject to adoption two weeks before the annual general meeting and be available on www.lbi.com.


LBi to merge with Obtineo to create Europe’s largest marketing and
technology agency
Obtineo is a combination of Bigmouthmedia, the largest search engine marketing specialist in
Europe, and €40m of new capital committed towards global expansion of the combined entity
The Boards of Directors of LBI International AB (”LBi”) and Obtineo Netherlands Holding NV (“Obtineo”) have
unanimously agreed to merge the companies to create Europe’s largest marketing and technology agency.
Transaction highlights:
• The combined entity will:
o combine LBi’s best in class digital media, marketing, communications, design, branding and technology
services with Obtineo’s leading search engine marketing
o meet growing customer demand for one agency to provide services across geographies
o create Europe’s largest marketing and technology agency with strong capabilities in US, Asia and MENA
o encompass knowledge sharing for the benefit of clients with over 1,800 people across 15 countries
o bring together a strong customer base of blue chip, global companies
o create a stronger appeal to attract and maintain the best talent
o provide a simplified listing structure, greater access to global capital markets and international investors
o capitalise on the structural shift in spend from offline to online channels
o strengthen financial position with ability to drive further industry consolidation
• Investment of €50m to support further expansion in the US, Asia and MENA
o €40m committed by Obtineo through a private placement to Carlyle, Cyrte and Janivo
o €10m to come from a fully underwritten rights issue expected in July, 2010
• The Boards of Directors of both companies are confident that material revenue synergies and cost savings can be
made
Transaction summary:
• Obtineo and LBi merge
o The exchange ratio has been set so that, post rights issue, the shareholders in LBi will receive 51% in the
merged entity, former shareholders in Bigmouthmedia will receive 25% in the merged entity and investors
participating in the €40 million private placement will receive 24% of shares in the merged entity
• Each share in LBi will be exchanged for 1 share in Obtineo
• LBi has received irrevocable undertakings from shareholders representing 34,414,053 ordinary shares or 55,5% of
LBi’s share capital to vote in favour of the merger plan and the shareholders of Obtineo have undertaken
irrevocably to vote in favour of the merger
• The completion of the merger is subject to standard conditions including Extraordinary General Meetings for LBi’s
and Obtineo’s respective shareholders, both expected to be held in April, 2010
• LBi and Obtineo’s Boards of Directors and Executive Management expect the merger to be finalised by July, 2010
• The merged entity, which will trade under the name LBi, will be a Dutch NV with a single listing at NYSE
Euronext Amsterdam and is expected to be listed on July, 2010
• Upon completion of the merger, the shares in LBi will no longer be listed on NASDAQ OMX Stockholm
• Fred Mulder, LBi Chairman, will be Chairman of the Supervisory Board of the merged entity, Luke Taylor, LBi
CEO, will be CEO and Huub Wezenberg CFO will be CFO of the merged entity
LBi’s and Obtineo’s Boards of Directors view the merger as beneficial for both companies and their shareholders. Both
Boards of Directors further believe that the exchange ratio is fair. The Boards of Directors’ recommendations are supported
by a fairness opinion by Erik Penser Bankaktiebolag.
Rights issue
The Boards of LBi and Obtineo have agreed that, following the merger of the two entities, the combined business will
launch a fully-underwritten rights issue at €1.00 per share, which will be available exclusively to LBi shareholders. The
rights issue provides existing LBi shareholders the opportunity to invest in the combined company at a discount to the
combined equity value. The Boards of Directors believe there are significant growth opportunities available to the merged
entity to drive value for all shareholders.
Commenting on the transaction, Luke Taylor, CEO of LBi said:
“This is a transformational deal in a growing market. Combining these businesses will enable us to offer our clients digital
marketing, consulting and technology services wherever they operate, all under one roof. This combination also solidifies
our position as the European leader and enables us to strengthen our reach in the US, Asia and MENA. We are now well
placed to take advantage of the irreversible spending shift to online channels.”
Fred Mulder, Chairman of LBi, said:
“This combination serves to meet client demands for an agency that provides best in class service and a wide scope and
breadth of digital advertising services. I believe the combined competencies and scale achieved by this transaction, together
with the funding to support further international expansion, provides a unique and highly sought after service.”
Nazo Moosa, Director at Carlyle, said:
“The Carlyle Group, Cyrte and Janivo enthusiastically support LBi’s growth as the sector continues to consolidate. This
combination is unique in its geographical footprint and extensive range of services, and we look forward to working with
Luke’s team to further strengthen LBi’s capabilities.”
Frank Botman, CEO of Cyrte, said:
“This is an exciting deal in a consolidating sector. We have invested in the new LBi because we are confident in the
opportunities provided by the scope for further expansion of this differentiated service in the US and Asia.”


tijd 09.34
LBI EUR 1,43 en hoog EUR 1,47 Laag EUR 1,42



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