MobileWave Group plc Acquisition of Ariose Software Pvt Ltd

MobileWave the AIM-listed, global mobile marketing, loyalty and technology company, today announced it has entered into a definitive agreement to acquire Ariose Software Pvt Ltd ("Ariose"), one of India's leading companies providing solutions, software and services in the mobile and telecom industries (the "Acquisition").

The Acquisition is subject to customary closing conditions and will result in MobileWave acquiring 100% of the issued share capital of Ariose.  

Background to and reasons for the Acquisition

Ariose was founded in 2006 and has developed 120 mobile solutions and achieved just over one million app downloads.  With more than 100 customers across leading Value Added service providers, ecommerce companies and enterprises like One97, Hungama, Nazara, Snapdeals, Manupatra, Ariose solutions are used across enterprise (mobile field reporting, field staff automation and utilities), consumer (entertainment, infotainment and healthcare), location based solutions (navigation, deals and store locator) and mobile commerce (mobile payment and retail).  Ariose solutions, apps and products are used in the banking, marketing, payments, publishing, retail, shopping, security, social networks, token and travel industries. 

Significantly for MobileWave, whose core function is providing brands with a flexible and secure platform to deliver customer-focused campaigns, Ariose also has its own proprietary intellectual property that will be incorporated into MobileWave's enterprise mobility platform.  Drawing on its expertise in this area, Ariose is currently working with MobileWave to develop and refine MobileWave's own platform to deliver a world-leading business-to-customer mobile relationship management platform that will facilitate companies' customer-engagement and retention strategies.

The Acquisition marks a significant strategic move for MobileWave for two reasons; firstly, Ariose allows MobileWave to bring in-house technical expertise and skills, with the Company gaining a team of 40 technical engineers who will add significant value to the development of our platform.  Secondly, MobileWave's leadership team will be reinforced by Ariose's management team, who not only bring with them customers, but importantly will remain in place and work together with MobileWave's senior team to extract significant value from this, and future acquisitions.

Terms of the Acquisition

• MobileWave will acquire 100% of the issued share capital of Ariose;
• The maximum possible consideration payable is US$ 1,200,000;
• The purchase price is payable in four payments, the first, due 5 days after closing, will be US$ 450,000 in cash and MobileWave Convertible Preference Shares equal in value to US$ 450,000. The balance of the purchase price is payable over a three year earn out period;
• The two Ariose co-founders Amit Goenka and Sudhi Agarwal, who were majority shareholders, will remain with the Company as, respectively, Managing Director and Chief Technical Officer of Ariose, both having entered into service agreements; and
• In the financial year ending 31 March 2011 Ariose generated revenue of INR 11,757,326. The business is profitable, has customers and its own proprietary intellectual property and an experienced team of engineers and developers.

Rory Stear, Executive Chairman, MobileWave Group plc commented: "We are delighted to have completed the Acquisition of Ariose. Ariose has a strong track record of developing effective and relevant mobile solutions, including India's largest on-line e-commerce portal and the largest and most comprehensive on-line legal and business policy database, as well as being the first company to develop mobile payment across various platforms.  As such, this partnership provides a significant growth opportunity for MobileWave, setting us on the right path to our goal of becoming the leading global mobile relationship management and solutions partner of choice." 

Amit Goenka, Co-founder and CEO, Ariose Software Pvt Ltd said:

"MobileWave is enabling us to expand our horizons and our footprint.  Ariose's management team has a good understanding of international markets having spent a number of years working in Silicon Valley and we now look forward to benefitting from the significant business development and marketing expertise within MobileWave's senior management team.