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Agreement defined for the purchase of 95.1% of the share capital of Gsmbox SpA by means of an equity transaction that will give to Gsmbox’ shareholders about 4.36 million Buongiorno Vitaminic’s shares for a value of transaction of about Euro 7.2 million based on yesterday reference stock price.

The transaction falls within the Buongiorno Vitaminic strategy of consolidating the company’s position as European leader in the Mobile VAS industry, and will allow the company to strengthen its No.1 ranking in Italy and its position as co-leader in Spain.

In 2003, Gsmbox posted total revenues of Euro 12.5 million, EBITDA of Euro 0.9 million, and generated cash for more than Euro 1 million.

Following the transaction, Buongiorno Vitaminic forecasts 2004 pro-forma consolidated revenues equal to Euro 80 million.

Buongiorno Vitaminic SpA (Nuovo Mercato: BVIT), one of the leading European companies in the design, production and/or aggregation and distribution of multimedia content via e-mail and telephony services, finalized an agreement for the purchase of a 95.1% stake in Gsmbox SpA, one of the leading mobile media companies in Italy and Spain, leader in interaction and TV participation segment.

Gsmbox SpA holds the 55% of the share capital of Gsmbox España S.A., a company jointly held by Telecinco with a 45% stake, and holds a 50% stake in Endemol-Gsmbox SpA, a recently established joint venture with Endemol Finance BV.

"The acquisition of a controlling stake in Gsmbox fits in with our strategy of rapid growth in the industry of mobile value added services. Following this transaction, we consolidate our leadership position in Europe and we are strengthening our No.1 ranking in Italy and our position as co-leader in Spain. In addition, the know-how and partnerships gained over the years by Gsmbox in the area of interaction and TV participation will allow our Group to increase penetration in one of the highest potential segments of the mobile value added services. Gsmbox has a wide experience in this area, as demonstrated by its high-profile partnerships in the media industry with companies such as Endemol, Mediaset/RTI, and Telecinco. We are truly pleased that Federico Bolondi, Gianmauro Calafiore, and the top-rate Gsmbox team will join our group," said Andrea Casalini, CEO for Buongiorno Vitaminic SpA.

"The market in which we operate is growing rapidly, and has a lot to offer in the years to come in terms of growth for companies that are able to reach truly international dimensions. To compete at the highest level, you need to develop high-profile skills, sophisticated technology, and an extensive content portfolio. This is only possible through mergers and partnerships that make it possible to integrate complementary skills and know-how and to set ambitious goals. Our decision to join Buongiorno Vitaminic group, which is one of the best positioned in Europe to take advantage of the growth potential the market has to offer, will make it possible to play an even more significant role in the European market of value added services," said Federico Bolondi, CEO of Gsmbox SpA.

In 2003, Gsmbox posted total revenues of Euro 12.5 million, EBITDA of Euro 0.9 million, and generated cash for more than Euro 1 million. The group currently employs about 25 people.

The transaction will be carried out through the contribution in kind of the shares of Gsmbox in the share capital of Buongiorno Vitaminic and therefore will be subject to the appraisal of an expert to be appointed by the Court of Parma pursuant to article 2343 of the Italian Civil Code, stating that the value of the shares of Gsmbox is at least equal to the value attributed to the same in the share capital increase of Buongiorno Vitaminic. The contribution in kind is to be settled by issuing up to No. 4.364.492 new shares of Buongiorno Vitaminic with a par value of Euro 0.26 each, reserved for the shareholders of Gsmbox, coming from an increase in share capital to be approved by Buongiorno Vitaminic’s shareholders in the near future. The value of transaction, based on yesterday stock reference price, is about Euro 7.2 million.

Following the acquisition, the current shareholders of Gsmbox will hold, in the aggregate, approximately 5.66% of the share capital of Buongiorno Vitaminic. In particular, Holger Van Den Heuvel, majority shareholder of Gsmbox SpA (50.01% in Gsmbox SpA), will hold 2.97%; Federico Bolondi, founder and CEO of Gsmbox SpA (28.70%), 1.71%; CTO and co-founder Gianmauro Calafiore (16.38%), 0.97%. The purchase of the shares of Gianmauro Calafiore is subject to the condition that the minor shareholders of Gsmbox not taking part to the present transaction do not exercise their pre-emption right over the shares.

Together with the agreement for the contribution in kind of their shares in Gsmbox the shareholders Holger Van Den Heuvel, Federico Bolondi and Gianmauro Calafiore have also agreed to regulate by means of an Orderly Market Exit mechanism the potential sale of 100% of Buongiorno Vitaminic shares which will be received in exchange until October 16, 2005. They have also entered into a Lock-Up Agreement on 45% of the same shares of Buongiorno Vitaminic.

The total number of shares subject to the Lock-Up Agreement will represent approximately 2.55% of the post-dilution share capital of Buongiorno Vitaminic SpA. The Lock-Up commitments are of the following terms:
- until October 16, 2004, for 100% of the shares subject to Lock-Up;
- until April 16, 2005, for 66% of the shares subject to Lock-Up;
- until October 16, 2005, for 33% of the shares subject to Lock-Up.

Following the transaction, Buongiorno Vitaminic forecasts 2004 pro-forma consolidated revenues (based on the total year pro-forma consolidation) equal to Euro 80 million. Additional information on the revised consolidated targets of Buongiorno Vitaminic Group for 2004 will be released after the completion of the entire transaction, expected to be concluded by September 2004.

Bonelli Erede Pappalardo acted as legal advisor to Buongiorno Vitaminic for this transaction.

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Information about Buongiorno Vitaminic SpA
Buongiorno Vitaminic (Nuovo Mercato: BVIT), is one of the leading European company in the market of design, production and/or aggregation and distribution of multimedia contents, mainly in the field of entertainment services via e-mail or telephone. In addition to operating in Italy, Buongiorno Vitaminic also works in Spain, the UK, France, Germany and Austria through its subsidiaries. Having widely reached the target for 2003, with a value of production amounting to Euro 55.37 million and an EBITDA amounting to Euro 518K, the Group expects to expand its overall turnover by over 30%, in 2004 with an EBITDA margin of 10% and a positive free cash flow. The company operates with two business lines – digital marketing services and value-added consumer services for wired and wireless telephony – whose synergies enhance the content aggregation of digital marketing and technology management skills of a team of over 350 professionals in Europe.

For further information, please contact:

Kate Alexander at Spreckley Partners Limited
Tel: 020 7388 9988
email: alexander@spreckley.co.uk

Published on: 12:00AM on 14th June 2004