Benefon announced today that it has signed the definitive share exchange
agreement for the acquisition of pre-revenue software company GeoSolutions B.V.,
a developer of location-based technologies, products, and services for mobile
and Internet-connected devices. The Letter of Intent for the acquisition was
announced on March 5th, 2007. In deviation with the aforementioned bulletin, the
acquisition shall be made by Benefon Oyj. GeoSolutions will finally be owned
through a Dutch subsidiary to be established. The GeoSolutions technology will
leverage Benefon's GPS leadership and heritage by providing location based
search technology, a communities platform, location relevant multimedia content,
top industry personnel and most importantly, a new and powerful commercial
model. It was also agreed that Octagon Solutions Limited would nominate and
vote for GeoSolutions co-founder and CEO Dan Harple to join the Board of
Directors of Benefon Oy in the Company's Annual General Meeting to be held.
Under the terms of the share exchange agreement, Benefon will purchase the
entire share capital of GeoSolutions from GeoHolding B.V. in exchange for 30
million shares of Benefon. Additional shares shall be issued provided that
certain agreed targets or arrangements are met during the first year. Hence the
initial purchase price is EUR 6,000,000. The deal is subject to regulatory and
other customary closing conditions and is expected to be completed by April 30,
2007. The Board of Directors of Benefon will propose to the Annual General
Meeting to be convened that it will be authorized to decide on the directed
share issue to GeoHolding and the terms and conditions thereof.
"The GeoSolutions technology increases Benefon's reach by providing software and
location services that are interoperable across competitive handset
manufacturers, thereby strategically positioning Benefon as a mobile software
solutions provider," said Brian Katzen, Chairman of Benefon, "the market
opportunity is large and growing fast. The founders of GeoSolutions have in
their tenure been responsible for major patents and Internet standards in the
areas of streaming media, conferencing & collaboration, and enterprise content
management. They bring that experienced skill-set to the Benefon team, a deal
which we are incredibly positive about.”
GeoSolutions BV brings highly successful industry-leading management to the
Benefon team, with a track record of innovation and value generation in the
Internet and Networking space, with the team having senior executive experience
at companies such as Oracle, Netscape Communications Corporation, AOL/Time
Warner, and UUnet. The team has experience building enterprise and
consumer-based desktop and mobile software suitable for mass markets; over 500
million people used past products built by this team in previous roles.
Based in Amsterdam, GeoSolutions delivers products enabling mobile users to
access not only traditional Internet-based content but also access to user
generated content and local information that is aggregated from third party
information sources such as directory services. Mr. Harple stated, "Amsterdam
is the hub of geo-technology, globally. Our presence here will tap the deep
experience base in the region, further enhancing our ability to create
geo-integrated mobile applications and solutions that connect people to the
places they care about. Our deal with Benefon establishes a new software and
applications subsidiary that is addressing a very large market, while at the
same time providing differentiation for Benefon in their traditional market
segments."
BENEFON OYJ
Tomi Raita
CEO
For more information, please contact:
Tomi Raita, CEO, tel. +358-2-77400
www.benefon.com
About Benefon Oyj
Benefon is a leader in innovative wireless communication instruments, renowned
for its unparalleled performance, professional quality and Finnish design.
Headquartered in Salo, the wireless industry center of Finland, Benefon has
designed and manufactured wireless terminals for GSM and NMT systems since 1988.
Additional information about Benefon and its products is available at
http://www.benefon.com/. Press releases can be found at
http://www.benefon.com/press/
About GeoSolutions BV
Based in Amsterdam, GeoSolutions BV is a developer of location-based
technologies, delivering products and services that connect people to places and
networks. GeoSolutions BV enables mobile users to create user-generated content
that is shared from the mobile device to the Internet desktop. GeoSolutions
products are distributed through its own branded service and through a white
label program to mobile network operators, mobile handset developers, and
directory providers.
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