TIDMBOKU
RNS Number : 8724Y
Boku Inc
19 January 2022
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION
CONTAINED IN IT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
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CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION,
OFFER, OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN BOKU, INC. OR ANY OTHER ENTITY IN
ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
19 January 2022
Boku, Inc.
("Boku" or the "Company" or the "Group")
Divestment of Boku Identity to Twilio
Boku (AIM: BOKU), a leading provider of mobile payment
solutions, announces that it has reached agreement for the
divestment of its wholly-owned subsidiary Boku Identity, Inc.
("Boku Identity") to Twilio, Inc. ("Twilio"), the leading cloud
communications platform, for a maximum transaction value of $32.3
million, payable in cash (the "Disposal").
Boku Identity provides mobile identity and authentication
solutions driven by real-time connections to Mobile Network
Operators ("MNOs").
Highlights
-- Disposal of Boku Identity to Twilio for a maximum transaction
value of $32.3 million (subject to customary adjustments), payable
in cash.
-- The Disposal allows Boku to become a pure-play payments
business focusing its resources on exploiting the mobile payments
opportunity, particularly to continue to expand its mobile first
("M1ST") Payments Network, a network of local payment methods,
including Direct Carrier Billing, eWallets and Real Time
Payments.
-- Boku will invest part of the proceeds in its M1ST Payments
Network to take advantage of the substantial opportunity, repay
outstanding bank debt and retain the remainder for working capital
purposes.
-- The Disposal is expected to be immediately earnings enhancing for Boku.
Terms of the Disposal
Twilio has conditionally agreed to acquire the entire issued and
to be issued share capital of Boku Identity for a maximum
transaction value of $32.3 million, payable in cash, in accordance
with the terms of a stock purchase agreement dated 18 January 2022
(the "SPA") entered into between (1) Boku (as seller); (2) Twilio
(as buyer); and (3) Boku Identity. Completion of the transaction is
expected within 60 days upon satisfaction or waiver of certain
customary conditions referred to in the SPA.
Under the terms of the SPA , $26.1 million is payable on
completion (subject to customary adjustments and a final
determination up to 120 days post completion). The balance of $6.2
million comprises amounts held back to cover indemnities and is
payable in two tranches within a maximum of 18 months, subject to
the terms and conditions of the SPA.
Background to and reasons for the Disposal
Boku Identity was acquired in 2019 as Danal Inc. for a total
consideration of $ 25.1 million. The Disposal will allow the
Identity business to continue to develop and grow under new
ownership.
For the financial year ended 31 December 2020 Boku Identity
produced audited results of Revenue of $5.2 million, an Adjusted
EBITDA loss of $3.9 million and a loss before tax and exceptional
items of $5.8 million*. The audited net assets of Boku Identity on
31 December 2020 were $5.4 million. Full year results (unaudited)
for the financial year ended 31 December 2021 are expected to show
revenues of approximately $7.1 million (up 37%) and an expected,
reduced, Adjusted EBITDA loss of $2.9 million.
Commenting on the Disposal, Jon Prideaux, CEO of Boku, said:
"Boku has decided to divest its Identity business so that we may
focus our resources on our Payments business. In 2021, Boku has
grown its payments network to reach 7 billion consumer payment
accounts, increased its mobile wallet payments transaction value
more than five-fold, as well as launching mobile-first payments for
world leading digital advertising, music and video streaming, video
and console game companies. By becoming a pure-play payments
business, we seek to capitalise on our momentum and maximise our
market opportunity in 2022 and beyond.
"We believe Boku Identity will be able to continue to develop
under Twilio's ownership and we wish the business and its staff
well for the future."
* audited loss before tax for 2020 was $26.6 million after
exceptional items
This Announcement contains inside information for the purposes
of article 7 of the Market Abuse Regulation (EU) 596/2014 which is
part of UK law by virtue of the European Union (withdrawal) Act
2018. The person responsible for arranging for the release of this
Announcement on behalf of the Company is Keith Butcher, Chief
Financial Officer.
Enquiries:
Boku, Inc.
Jon Prideaux, Chief Executive Officer +44 (0)20 3934
Keith Butcher, Chief Financial Officer 6630
Peel Hunt LLP (Nominated Adviser and Broker) +44 (0)20 7418
Edward Knight / Paul Gillam/ James Smith 8900
IFC Advisory Limited (Financial PR & IR)
Tim Metcalfe / Graham Herring / Florence +44 (0)20 3934
Chandler 6630
Notes to Editors
Boku Inc. (AIM: BOKU) is a leading global provider of mobile
payment solutions. Its Mobile First Payments Network 'M1ST'
features 330+ mobile payment methods, including mobile wallets,
direct carrier billing, and real-time payments schemes, reaching
over 7 billion mobile payment accounts in 91 countries - all
through a single integration.
Customers that trust Boku to simplify sign-up, acquire new
paying users and prevent fraud include global leaders such as
Amazon, Apple, Facebook, Google, Microsoft, Netflix, PayPal, Sony,
Spotify and Tencent.
Boku Inc. was incorporated in 2008 and is headquartered in
London, UK, with offices in the US, India, Brazil, China, Estonia,
France, Germany, Indonesia, Japan, Singapore, Spain, Taiwan and
Vietnam.
To learn more about Boku Inc., please visit:
https://www.boku.com .
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END
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