BILL.L Regulatory News (BILL)

2 Apr 2007 07:15

Syniverse Technologies (NYSE: SVR), a leading provider ofmission-critical technology services to wireless telecommunicationscompanies worldwide, announced today that it has signed a definitiveagreement to acquire the wireless clearing and financial settlementbusiness of Billing Services Group (LSE: BILL), a leading globalprovider of clearing, settlement, payment and financial riskmanagement solutions for communications service providers, forapproximately $290 million in cash (which includes debt to berefinanced at closing). £ The proposed acquisition will combine Syniverse's industry-leadingtechnology interoperability and network services capabilities withBSG's strong GSM data clearing expertise; excellent European, MiddleEastern and Asian operator relationships; and leading financialclearing and settlement capabilities. BSG serves approximately 180mobile operators globally. £ "The proposed acquisition of BSG's Wireless business will allow usto better serve the demands of our clients; further develop our globaloperations and customer base in Europe, Asia and the Middle East; andallow us to continue to be a leading service provider to GSM operatorsworldwide," said Tony Holcombe, President and CEO of Syniverse. "Theacquisition also brings to Syniverse a number of new services,including a best-in-class financial clearing platform, several newwireless services and additional product development expertise thatwill position us to better serve the increasingly complex needs of ourglobal wireless customers." £ "This proposed acquisition brings together two companies with verycomplementary skill sets," said Atul Devani, CEO of BSG Wireless. "BSGhas a state-of-the-art, flexible and efficient clearing platform thatscales well to meet the growing demands of GSM operators globally.Together with Syniverse's strong GSM technical abilities, emphasis ondelivering outstanding customer support and broad suite of services,the combined organization will be a premier services provider tomobile operators worldwide." £ The transaction is subject to customary closing conditions,including BSG shareholder approval and regulatory approvals, and isexpected to close as soon as such approvals are obtained. Syniverseexpects the transaction to be accretive to adjusted net income andcash net income in 2007, and anticipates providing updated financialguidance following the closing. £ Following completion of the transaction and integration of the twobusinesses, Syniverse intends to maintain its European headquarters inThe Netherlands and its European operations in BSG's facilities inGermany and the United Kingdom. £ Committed financing is being provided by Lehman Brothers inconjunction with Deutsche Bank and Bear, Stearns & Co. In addition,Deutsche Bank and Bear, Stearns & Co. served as strategic advisors toSyniverse on the transaction. Kirkland and Ellis LLP and Ernst & Youngalso advised on the transaction. £ Conference Call Information £ Syniverse Technologies will host a conference call at 10 a.m. ETto discuss this proposed acquisition. To participate on the call, U.S.callers may dial toll-free 1.800.299.6183; international callers maydial direct (+1) 617.801.9713. The passcode for the call is 34725892.The event will be webcast live over the Internet in listen-only modeat http://www.syniverse.com/investorevents. £ A replay of the call will be available shortly after the callconcludes through April 9, 2007. To access the replay, U.S. callersmay dial toll-free 1.888.286.8010; international callers may dialdirect (+1) 617.801.6888. The replay passcode is 79686203. £ In addition, this earnings call will be archived on the SyniverseTechnologies corporate website at www.syniverse.com under Investors -Webcasts and Presentations. £ About Syniverse £ Syniverse Technologies (NYSE: SVR) makes it possible for over 350communications companies in more than 50 countries to address marketchanges and demands as they deliver everything from voice calls tosophisticated data and video services. By ensuring that disparatetechnologies and standards interoperate, Syniverse allows operators toprovide seamless, interactive mobile services to their subscriberswherever and whenever they need them. Celebrating its 20th anniversaryin 2007, Syniverse is headquartered in Tampa, Florida, U.S.A., and hasoffices in major cities around the globe. Syniverse is ISO 9001:2000certified and TL 9000 approved, adhering to the principles of customerfocus and quality improvement practices. More information is availableat www.syniverse.com. £ About BSG Clearing Solutions £ BSG Clearing Solutions is a leading global provider of clearingand settlement, payment services, and financial risk managementsolutions for communications service providers. The company processesover 20 billion transactions annually for 750 of the world's largestcommunications companies throughout North America, Europe and Asia.With a ubiquitous, scalable platform and an extensive portfolio ofclearinghouse services for fixed-line, wireless, Wi-Fi and broadbandnetworks, BSG monetizes network transactions by facilitating thefinancial exchange of its customers' services. BSG meets the needs oftoday's complex network interconnections and anticipates therequirements of converging technologies, allowing for rapid andreliable deployment. BSG Clearing Solutions is an operating subsidiaryof Billing Services Group Limited, which is publicly traded on theLondon Stock Exchange (AIM) under the ticker symbol BILL. For moreinformation, visit www.bsgclearing.com. £ Cautions about Forward-Looking Statements £ Statements in this disclosure which are not purely historicalfacts or which necessarily depend upon future events, includingstatements about the anticipated benefits of the proposed transactionto Syniverse (including the expected synergies or the forecastedeffects of the transaction on the financial performance of thecompany) or other statements about anticipations, beliefs,expectations, hopes, intentions or strategies for the future, may beforward-looking statements within the meaning of Section 21E of theSecurities Exchange Act of 1934, as amended. Readers are cautioned notto place undue reliance on forward-looking statements. Allforward-looking statements are based upon information currentlyavailable to Syniverse. Syniverse undertakes no obligation to publiclyupdate or revise any forward-looking statements, whether as a resultof new information, future events or otherwise. Any forward-lookingstatements involve risks and uncertainties that could cause actualevents or results to differ materially from the events or resultsdescribed in the forward-looking statements, including risks oruncertainties inherent in or related to the integration of theacquired business (including unanticipated operating costs andbusiness disruptions following the proposed transaction), securingfinancing for the proposed transaction, the timing or impact of anyregulatory or governmental approvals; the timing and results of theBSG shareholder approval process; satisfaction of the various closingconditions set forth in the share purchase agreement for the proposedtransaction; or competition within the European, Asian and MiddleEastern marketplaces from established or emerging competitors.Syniverse may not succeed in addressing these and other risks. Furtherinformation regarding factors that could affect our financial andother results can be found in the risk factors section of Syniverse'smost recent filing on Form 10-K with the Securities and ExchangeCommission. Copyright Business Wire 2007