VeriSign to Acquire Jamba!
Acquisition will bring the capabilities and presence of Europe’s leading
content mediation provider to VeriSign’s Intelligent Communications,
Commerce, and Content Services
MOUNTAIN VIEW, CA — May 24, 2004 — VeriSign, Inc. (Nasdaq:
VRSN), the leading provider of intelligent infrastructure services for
the Internet and telecommunications networks, today announced it has
signed a definitive agreement to acquire Berlin, Germany based Jamba!
for approximately $273 million in cash and VeriSign stock. The
acquisition is subject to German regulatory approvals and other conditions,
and is expected to close by the end of the second quarter.
Jamba! is a leading provider
of wireless content services in Europe. The company serves millions
of wireless subscribers in nine European countries through distribution
and billing relationships with carriers, including Vodafone, T-Mobile
and KPN. In addition, Jamba! has worked with leading content publishers
to build a downloadable library of over 50,000 individual products,
including popular music, graphics, games and applications.
The acquisition is an extension
of VeriSign's Communications Services Intelligent Communication, Commerce,
and Content (IC3) strategy, which provides carriers with the intelligent
infrastructure services they need to help their customers find, connect,
secure, and transact over any network, anywhere. It also supports
VeriSign Communications Services growth initiatives to expand its portfolio
of wireless services and to further penetrate Tier 1 carriers and international
markets.
“We are very excited about
the strategic value of this acquisition,” said Stratton Sclavos, chairman
and CEO of VeriSign. “By joining forces with Jamba!, VeriSign gains
a robust content mediation platform, relationships with 13 European
carriers, sourcing arrangements with over 180 content providers, and
a solid, growing customer base in a key geographical market.”
By adding Jamba!’s capabilities
into its existing communication services platforms, VeriSign expects
to be able to offer carriers a comprehensive wireless data utility that
covers all aspects of the mobile content value chain. Functionality
will include content on-boarding, aggregation, formatting, mediation,
and a variety of billing and payment services.
“This will be a victory
for Jamba! customers, carriers and content providers,” said Marc and
Oliver Samwer, co-founders of Jamba!. “We also look forward to
leveraging VeriSign’s global presence to expand our market opportunity
into the Americas and Asia over time.”
The acquisition will be
accounted for as a purchase transaction and under the terms of the agreement,
VeriSign will pay approximately $273 million consisting of 65% cash
and 35% stock. VeriSign will gain approximately 300 full-time Jamba!
employees.
VeriSign recently reiterated
its financial guidance for the second fiscal quarter, projecting organic
revenue growth in both its Communications Services Group and its Internet
Services Group. Depending on the date of closing and other factors,
the Jamba! acquisition may have some incremental impact to Q2 results.
VeriSign plans to provide guidance for the remainder of 2004 on its
Q2 earnings call, and will explicitly break out any Jamba! contribution
to revenue. VeriSign expects the acquisition to generate approximately
$70 million in net incremental revenue in the second half of 2004, to
be neutral to its 2004 earnings per share and to be modestly accretive
to 2005 earnings per share.
Conference Call
VeriSign will hold a teleconference call today at
2:30 PM PDT/5:30 PM EDT/10:30 PM GMT to discuss the transaction. The
call will be accessible by direct dial at (800) 819-9193 (US) and (913)
981-4911 (International). A listen-only live webcast will also
be available on the company's website at http://www.verisign.com
under the Investor Relations tab. A replay of the teleconference will
be available by calling (888) 203-1112 (passcode: 648981) and international
replay at (719) 457-0820 (passcode: 648981) until May 31st.
About VeriSign
VeriSign, Inc. (Nasdaq: VRSN), delivers critical infrastructure services
that make the Internet and telecommunications networks more intelligent,
reliable, and secure. Every day VeriSign helps thousands of businesses
and millions of consumers connect, communicate, and transact with confidence.
Additional news and information about the company is available at http://www.verisign.com.
About Jamba!
Jamba! AG (http://www.jamba.de) is the leading German portal for the
mobile Internet content. Jamba! develops, distributes, and mediates
content and services for wireless mobile phones. Jamba! provides content
and services including ring tones, Java games, news and internet shopping
services for mobile phone users. Jamba!’s key investors include Summit
Partners (http://www.summitpartners.com), a leading private equity and
venture capital firm with offices in Boston, Palo Alto and London and
a capital base of more than $5.5 billion.
For more information, contact:
VeriSign Media Relations: Leslie Rubin, lrubin@verisign,
650-426-5363
VeriSign Investor Relations: Kathleen Bare, kbare@verisign.com,
650-426-3241
VeriSign Public Relations: Burghardt Tenderich (German
Media Inquiries), bt@bitepr.com,
415-365-0222
Statements in this announcement other than historical data and information
constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These statements involve risks and uncertainties
that could cause VeriSign's actual results to differ materially from
those stated or implied by such forward-looking statements. The potential
risks and uncertainties include, among others, the inability of VeriSign
to successfully market the combined companies’ services and customer
acceptance of the combined companies’ services; the risks that the expected
synergies resulting the combination will not materialize; and we may
incur unexpected costs integrating the businesses. More information
about potential factors that could affect the company's business and
financial results is included in VeriSign's filings with the Securities
and Exchange Commission, including in the company's Annual Report on
Form 10-Q for the year ended December 31, 2003 and quarterly reports
on Form 10-Q. VeriSign undertakes no obligation to update any of the
forward-looking statement after the date of this press release. VeriSign
is a registered trademark of VeriSign, Inc. in the United States and
in foreign countries. Other names may be trademarks of their respective
owners.
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