9th May 2014 10:46
LONDON (Alliance News) - Keywords Studios PLC Friday said it has agreed to acquire outsourced voice-over and translation services provider Binari Sonori for as much as EUR13 million.
Binari Sonori, founded in 1994, is a provider of outsourced voice-over and translation services to the international video games market with operations in Milan, Italy and Los Angeles in the US.
Keywords said the acquisition extends its geographical reach and considerably enhances its position in audio services and text localisation.
"Furthermore, Binari Sonori's English voice recording and facial capture studio in Los Angeles extends our reach up the games production chain," said Chief Executive Andrew Day in a statement.
The group said it expects the acquisition to be earnings enhancing in the current year. In 2013, Binari Sonori reported a pretax profit of EUR0.8 million on EUR10.2 million in revenues.
Keywords also said that investors have conditionally agreed to subscribe for up to four million new shares, by way of a placing to existing and new institutional investors at 150 pence per share, to raised up to GBP6.0 million before expenses. The placing shares represent approximately 8.5% of the enlarged issued share capital of the company.
Keywords said it will use the net proceeds from the placing to fund future selective bolt-on acquisitions and organic growth.
The group said the acquisition of Binari Sonori is not conditional on the placing, and will be funded from its existing cash resources.
Keywords is acquiring Binari Sonori from its three founding shareholders: Fulvio Sioli, Fabio Minazzi and Andrea Ballista.
Under the terms of the acquisition, the group has agreed to pay the selling shareholders an initial EUR6.0 million in cash, EUR3.0 million by the issue of new shares at 158.77 pence each, as well as a deferred consideration, which it said will not exceed a total of EUR4.0 million, depending on earnings from the company this year and next year.
The group also said that in addition to the consideration, the selling shareholders will receive EUR2.6 million at completion in respect of an agreed excess net cash position in Binari Sonori.
Keywords Studios shares were up 3.1% Friday morning, trading at 165.40 pence.
By Rowena Harris-Doughty; [email protected]; @rharrisdoughty
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