AMITELO AG provides details of the Group's new structure as well as the announcement of a new investor
Zurich (euro adhoc) -
The Supervisory Board and Group Management Board have approved the restructuring of AMITELO AG; a group of investors have made up to 2.5 million US dollars in outside capital available
ots.CorporateNews transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
companies/Restructuring Holding
Zurich, 13th December 2007. AMITELO AG decided during its Supervisory Board Meeting to dispose off all its subsidiaries bundled together to date in Amitelo International Ceuta SL (AIC). The core business of MediaCard and Median Telecom - the primary generators of sales - will be expanded and the profitable mobile wireless activities in Iceland commenced.
In future, AMITELO AG will focus primarily on the above named competencies and significantly modify the structure of the company. The first fundamental measure in this regard was undertaken at the Supervisory Board meeting with the decision to transfer the shares in AIC to the US investor Cimarron Capital Ltd., New York. The Group's structure to date and its new one are presented on the company's homepage www.amitelo.ag. The buyers have undertaken to pay up to eight million euros within the next 36 months from the income of these demerged business units (as an "earn out agreement") - regardless of whether this revenue is generated by the sale of parts of the business or from the operative business itself.
With this step, AMITELO AG has not only divested the Group of those subsidiaries belonging to AIC, at the same time it has eliminated the risks linked to this arising from a commitment provided by one of our own operative units. Furthermore this measure serves to streamline the Group's structures, through which the calls by investors for a higher degree of transparency have been taken into account.
A further element of the agreement with the transferee of AIC is the
ceding of the shares in LVT AG ("AmiVois"), as the further
development of this technology for a softphone no longer fits into
the Group's new alignment. The transfer of the LVT shares is a
component of the earn out agreement as described above. From the
viewpoint of the Supervisory Board and the management of AMITELO
AG, an expected value adjustment requirement will result from this
restructuring of more than twelve million euros on the goodwill in
the balance sheet. As a consequence of the restructuring measures
mentioned above it is also necessary to revise the forecast profit
for 2007 as provided to date. The one-off effects will lead to a
negative EBIT at an amount equivalent to the value adjustment. The
conclusive examination of the valuation of the company's assets
and the open debts are the responsibility of the statutory auditors
in the course of their audit of the annual financial statements.The 2008 plans forecast turnover of approx. 60 million euros with
an expected EBIT of 1.5 million euros. In this regard it is
essential to take into account that the start-up costs for the
constructing and operating a GSM-1800 network ("Tender 1") in
Iceland will lead to a negative impact on the result in 2008.
Further details of this significant AMITELO AG project will be
provided shortly by the company.As to Iceland newspaper reports in participating in the tender for
a GSM-900 network ("Tender 2") AMITELO AG will publish a
statement on the company website.Against the background of the comprehensive restructuring of AMITELO AG, last week an investment agreement was signed with the US investor Genesis Merchant Partners, LP, with offices in Greenwich Connecticut and New York City. Following an extensive due diligence of the company's activities, the Genesis Group gave its commitment to taking a leading role in a loan consortium for an amount of up to 2.5 million US dollars. AMITELO AG's liquidity basis has been significantly strengthened by this.
In addition, further intensive discussions are being conducted at present with investors who intend to make external capital available to the company for the financing of the activities in the new structure of AMITELO AG.
"The restructuring of the Group and our focus on the core business areas are the fruits of our labour over the last few months. It has become crystal clear to us that we have to part company with a range of activities in order to be able to continue operations in a slimmer and more focussed form. In future we will only be active with our own companies in those areas where we have a realistic opportunity of having a direct influence on their success. The discussions we have held with a range of professional investors over the last weeks and months and ultimately the conclusion of the agreement with Genesis too have confirmed the view that the future corporate policy of a sustainable "less is more" in terms of the number of projects that can be implemented represents the path which the "New AMITELO" will stride. This new structure will help all of our investors and partners to better understand the future alignment of our company," as Christian Schild, the Supervisory Board Chairman and its delegate on the Group Management Board of AMITELO AG, explained.
"Our loan commitment is the result of intensive due diligence at AMITELO AG. We are looking forward to working together over the years to come and hope we can make a contribution to the further development of AMITELO AG," as Tim Doede from Genesis Merchant Partners, LP, outlined.
AMITELO AG: AMITELO AG (www.amitelo.ag) based in Zurich is a technology company operating on an international level and specialising in fast-growing telecommunications fields including mobile wireless and other services related to these activities. In this regard AMITELO AG pursues an aggressive growth strategy in which both organic and inorganic growth are closely linked together, making a clear contribution to achieving the turnover and earnings targets of the Group.
Genesis Merchant Partners, LP Genesis Merchant Partners, LP is managed by Sands Brothers Asset Management, LLC. Genesis Merchant Partners, LP seeks to provide financing solutions to companies facing unique opportunities and in niche and under the radar markets.
Contact:
AMITELO AG Investor Relations ir@amitelo.ag
end of announcement euro adhoc
Further inquiry note:
AMITELO AG
Investor Relations
ir@amitelo.ag
Branche: Telecommunications Equipment
ISIN: CH0003307706
WKN: A0F5YA
Börsen: Börse Frankfurt / free trade/entry standard