Mirus Provides Fairness Opinion to BCGI
HYDERABAD, India, & BEDFORD, Mass. July 11, 2007 – Megasoft Limited (BSE: 532408) and Boston Communications Group, Inc., (Nasdaq: BCGI) today announced a definitive agreement for Megasoft Limited to acquire Boston Communications Group, Inc., for $3.60 per share of BCGI common stock, in cash, for an expected aggregate purchase price of approximately $65 million. The $3.60 per share price represents a premium of approximately 120 percent over BCGI’s average closing share price during the 30 days ended July 6, 2007. BCGI has engaged Mirus Securities to provide a fairness opinion to its board of directors.
Under the terms of the merger agreement, a subsidiary of Megasoft will commence a tender offer to acquire all of the outstanding shares of BCGI common stock for $3.60 per share in cash. The offer is expected to commence on or before August 1, 2007, and will expire at midnight on the 20th business day following and including the commencement date, unless extended in accordance with the terms of the merger agreement and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”).
The Board of Directors of Megasoft and BCGI have unanimously approved the definitive agreement. The Board of Directors of BCGI recommends that shareholders tender their shares into the tender offer. Members of BCGI’s Board have agreed to tender their shares into the offer.
“This transaction creates significant value for Megasoft shareholders and expands our market and technology leadership in what is one of the most exciting areas of our industry’s transformation: convergent telecom,” said GV Kumar, CEO and managing director of Megasoft. “Megasoft and BCGI link technology with services, thereby creating an exceptional platform to add next-generation, high-value products and strategically position the company for future growth.”
“We are extremely excited about this transaction and the resulting benefits to our shareholders, customers, and employees,” said Joseph Mullaney, chief financial officer and acting chief executive officer of BCGI. “Our shareholders receive immediate and substantial value, with the offer representing a very significant premium over recent trading prices. Our customers gain from the broadened product offerings and combined technology resources of the two organizations, and our employees benefit from the enhanced opportunities in an organization poised to address a broad spectrum of industry and subscriber needs.”
Mullaney continued, “We believe that the combined organization offers BCGI considerable growth opportunities that would be difficult to achieve without the synergies that exist between the two companies. A standalone strategy for BCGI would require the development of new revenue streams to replace the decline in business from some of our tier one carrier customers, which could result in future losses. We believe that Megasoft’s offer to purchase BCGI shares at a substantial premium over current market prices is a more favorable and certain outcome for our shareholders.”
BCGI delivers innovative products and services that enable mobile operators and MVNOs worldwide to differentiate their offerings and increase market penetration while reducing costs. Founded in 1988, BCGI is a leader in identifying and addressing new market needs with proven solutions, including prepaid and postpaid billing, payments and access management. For more information, visit www.bcgi.net.
Established in 1994, Megasoft is a transnational intellectual property-driven, product-based technology company that focuses its expertise on the telecom sector. The company provides telecom services throughout the globe under its XIUS brand name. Listed in the Bombay Stock Exchange in India, the company has strong product engineering and product development capacities with CMM Level 5 certification and has operations in the U.S., UK, Singapore, Malaysia, and Germany, and in Hyderabad and Chennai in India. Additional information about Megasoft is available at www.megasoft.com and www.xius.com.
About Mirus Securities
Mirus Securities Inc. (Member of FINRA/SIPC) provides investment banking solutions to corporate clients in the areas of software, online media, business services, and niche manufacturing. Founded in 1987, Mirus provides corporate finance advisory services on engagements including mergers, acquisitions, divestitures, valuations, and fairness opinions. Additional information about the firm is available at www.merger.com.Back to Transactions