Tiscali 2001 Annual Report Download - page 134

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126
Excite Italia BV
In February 2001 Tiscali concluded a strategic partnership agreement with Excite@Home.
Under this agreement, Tiscali purchased 70% of Excite Italia BV, a Dutch Company with
operational headquarters in Italy and one of the main Italian portals. Total investment was
EUR 27mn, of which 23.4mn by way of an increase of Excite Italia's share capital. In March
2002, Tiscali stipulated an agreement for the purchase of the remaining 30% of Excite
Italia BV's share capital, held by Excite@Home. The value of the operation is EUR
2,985,000 to be paid in newly issued Tiscali shares.
Guglielmo GmbH
On April 11, 2001, Tiscali SpA and Viag Interkom signed a transfer and purchase agreement
over the whole share capital of the German Company Guglielmo GmbH, owner of the ISP
Planet Interkom. Under this agreement, Viag Interkom transferred to Tiscali 81.5% of
Guglielmo GmbH stock, against the issue of new Tiscali shares and transferred the
remaining 18.5% of Guglielmo GmbH stock to Tiscali for EUR 10.5mn. In the early months
of 2002 the Company was transferred to the German subsidiary Tiscali GmbH for about
EUR 4mn. Consequently, the participation book value was written down by about EUR
10.5mn, in order to align it to the above stated value, which was established by multiplying
the number of active subscribers by a market value assigned to each subscriber.
Ideare SpA
This Company, taken over in February 2000 by means of the issue of Tiscali shares, was
written down by about EUR 3.7mn in order to align its book value to the average quotation
of Tiscali stock as at January 2002, substantially lower than quotation at acquisition date.
Liberty Surf Group SA
The Take-over of Liberty Surf Group SA, one of the leading Companies in the French Media
and Internet industries was finalised in March 2001 by means of an agreement with
Europ@web, a Company of the Arnault Group, and Eijsvogel, each of which held an equal
share of 72.9% of Liberty Surf share capital.
Under the terms of the agreement, Europ@web and Eijsvogel transferred to Tiscali
23,353,988 Liberty Surf shares each in return for 24,354,874 newly issued Tiscali shares,
and each sold 10,008,852 Liberty Surf shares to Tiscali against a total payment of EUR
142,125,698.40 in cash.
Tiscali, has also launched a public purchase and exchange offer on the remaining
circulating Liberty Surf shares, guaranteeing the same economic terms as for controlling
shareholders. The offer, which opened on March 22, 2001 and closed on April 27, 2001,
allowed Tiscali to increase its shareholding in Liberty Surf to 94.5%. On conclusion of this
transaction, on June 18, 2001, Tiscali shares were listed in the Nouveau Marché of the Paris
Stock Exchange.
At the close of FY 2001, this shareholding was written down by about EUR 80.8mn in order
to align its value to the average quotation of Tiscali stock as at January 2002, which was
substantially lower than quotation at acquisition date.