Press Release in accordance with CONSOB Regulation No. 11971/1999 and subsequent modifications
Dada: agreement for the acquisition of Nominalia S.L., leading domain name registrar in Spain
Register.it S.p.A., Dada's subsidiary and one of the main players in the European domain & hosting market, strengthens its leadership in the sector and accelerates its international presence.
Milan, August 4, 2006 - Register.it S.p.A., a company fully owned by Dada S.p.A. (Star Segment of the Italian Stock Exchange MTAX: DA.MI) and one of the leading players in the European market of Internet domains, professional emails and hosting, has today formalised an agreement for the acquisition of the Spanish company Nominalia S.L.
Nominalia has been active since 1997 in the Spanish professional Internet services segment, which nowadays stands as the main operator, managing more than 155 thousand domains with an addition of about 3 thousand new domains per month.
The Company is based in Barcelona, currently employs 35 professionals among which some of the Spanish pioneers of the sector, and – like Register.it – is ICANN accredited (Internet Corporation for Assigned Names and Numbers). Direct agreements with the main Registries all over the world allow Nominalia to offer registration and management of domains and Internet professional services in more than 100 different countries.
The acquisition of Nominalia is fully in line with Dada Group’s growth strategy, which indicates as priorities both the strengthening of the domains and hosting activities and the acceleration of the international leadership in its core businesses.
In the first 5 months of 2006 Nominalia recorded revenues1 of Euro 2.5 million and an Ebitda of Euro 649 thousand (equal to an Ebitda margin of 26%) while the revenues of the full year 2005 were of Euro 3,8 million with an Ebitda of Euro 830 thousand. At 30 May, 2006 the net financial position of the company was positive by Euro 1 million.
The acquisition will be performed by Register.it through the purchase of 100% of the share capital of Nominalia for a total consideration of Euro 5.2 million to be executed in three different moments.
At the date of the first closing, completed today, Register.it acquired 66% of Cotei S.L. - the holding company which owns as its sole asset the 75% share capital of Nominalia – therefore acquiring 50,1% of Nominalia for a grand total of Euro 2,6 million paid half cash at closing and the rest to be paid in 3 equal quarterly instalments.
A pledge on behalf of Register.it regarding all the shares of Nominalia and Cotei not yet being acquired has immediately granted Register.it full powers of governance and voting rights on 100% of the share capital of the two Spanish companies.
Along with the second closing, planned for February 2007, Register.it will complete the acquisition of the remaining 33% of Cotei – thus increasing its stake to 100% of Cotei and therefore 75% of Nominalia – for a disbursement of 1.3 million Euro of which Euro 650 thousand to be paid at the date of the second closing and the balance disbursed in 2 equal quarterly instalments.
With the third and final closing, planned for January 2008, Register.it will complete the acquisition of the remaining shares of Nominalia equal to 25% of the capital, with a payment of Euro 1.3 million, of which Euro 650 thousand to be paid at closing and the remainder to be paid in 2 equal quarterly instalments.
It is noted that the previous forecasts communicated by Dada to the financial community did not take into account the impact of any acquisitions and that any relevant impact of the present transaction on the guidance will be communicated where necessary.
1 The company adopts a cash based accounting method.
