MILAN, Italy, July 3 /PRNewswire/ --

- Becomes the World's No.1 Provider of Mobile Entertainment, 
Information, Messaging and Marketing Services.

Buongiorno will pay Euro 129 million to iTouch shareholders, of which 
Euro 73.7 million in cash and the remaining in shares. Additionally 
Buongiorno will absorb the current Euro 12 million net debt of iTouch.

Banca IMI (Intesa Sanpaolo Group) will arrange a Euro 115 million loan 
facility for Buongiorno to fund the transaction.

After the acquisition, Buongiorno will have a team of more than
1,100 professionals in 20 countries and will deliver services in more than 40
countries. With 2006 pro-forma aggregated revenues of Euro 318 million and
pro-forma EBITDA of Euro 39 million, the Company will become the largest
worldwide player in the mobile value added sector.

Oak Investment Partners and Goldman Sachs will become shareholders in
Buongiorno.

Buongiorno S.p.A. (MTAX STAR, Italian Stock Exchange: BNG), a leading 
multinational operating in the digital entertainment market , has signed 
today a definitive agreement to acquire 100% of the share capital of 
iTouch Ventures Limited.

"The acquisition of iTouch is another hugely important step in
Buongiorno's strategy to build a global organization. The two companies
together have a truly worldwide footprint with a strong presence in many key
markets including the US, the UK, France, Spain, Italy, South Africa,
Australia, Benelux, Mexico and Brazil. Given its global presence, diversified
product portfolio and complementary channels, the combined entity will be in
a very strong position to benefit from the significant expected market growth
in the Mobile Value Added Services sector. Additionally Oak Investment
Partners, Goldman Sachs and the iTouch management team will become
shareholders in Buongiorno. We are delighted to welcome them on board and to
start working together to further accelerate our plan to generate significant
shareholders returns", comments Mauro Del Rio, founder and Chairman of
Buongiorno S.p.A..

Founded in 1995 in South Africa, iTouch is a market leader in
the distribution of mobile entertainment products and services. iTouch has
offices in 13 countries and distributes its content in 23 countries, having
access to over 500 million mobile users through a flexible multi-channel
strategy. The business markets its products directly to consumers through its
own brands and also through extensive relationships with media partners and
mobile network operators. iTouch has made strong financial progress since its
Initial Public Offering (IPO) in 2000 on the London Stock Exchange (LSE), has
in place solid financial control procedures and is managed by an experienced
and motivated team that will remain with the combined Group following the
acquisition.

iTouch de-listed from the LSE in June 2005 following the
acquisition of the company by For-side.com in Japan for GBP 184 million but
is now privately owned following a management buyout in February 2007.
Current investors in iTouch include Oak Investment Partners with 40% of the
ordinary shares and Goldman Sachs with 20%, as well as the management team.

The value of the transaction is Euro 141 million. Buongiorno
will pay Euro 129 million to iTouch shareholders and will absorb the current
Euro 12 million of net debt of iTouch. The consideration will be satisfied
partly in cash and partly in new Buongiorno shares to be issued to iTouch
shareholders in exchange for iTouch shares, pursuant to article 2440 and 2441
of the Italian Civil Code.

The cash component, for a total amount of Euro 73.7 million of
the total consideration, will be funded by a new loan facility arranged by
Banca IMI S.p.A. (Intesa Sanpaolo Group) for a total amount of Euro 115
million.

The contribution in kind is to be settled by issuing 15.4
million new shares in Buongiorno (at a share price of Euro 3.59 per share)
with a par value of Euro 0.26 each, reserved for the shareholders of iTouch,
arising from an increase in share capital to be approved by Buongiorno's
shareholders in an upcoming Extraordinary Shareholders Meeting to be convened
for this purpose. The total amount of Buongiorno's fully diluted outstanding
shares post transaction will be 106.2 million as per the Treasury method.

"The combination of Buongiorno and iTouch creates the
undisputed No.1 player in the mobile entertainment market worldwide. More
than 1,100 strong professionals will now become one team and will be able to
align their skills, creativity and passion behind a common goal of bringing
digital entertainment experiences to 1 billion people worldwide by 2012. We
are looking forward to the integration of the two groups that will lead to an
even better service for our customers, even bigger professional opportunities
for our people and even more exciting perspectives for our shareholders,"
comments Andrea Casalini, Chief Executive Officer of Buongiorno S.p.A..

"The mobile VAS market continues to offer major opportunities
for development and requires increasing size and global scale. We are excited
to jointly address the market with Buongiorno. The joint entity will be the
pre-eminent player in the sector globally, leading the way in the 3G
revolution which is reshaping the traditional mobile content and services
sector," comments Wayne Pitout, Chief Executive Officer and co-founder of
iTouch.

With 2006 pro-forma aggregated revenues of Euro 318 million(1)
and Euro 39 million EBITDA (before exceptional expenses) the newly formed
Group will be the leading provider of mobile entertainment, information,
messaging and marketing services globally.

The combined company is expected to benefit moreover from
fixed cost synergies and scale, achieving tangible margin improvements and a
reduction in business risk due to a balanced multi-channel approach and
improved geographic reach.

The company will provide further details on the operational and income
statement impact of the transaction with respect to its targets for 2007 and
long term plan after the closing date. Further details relating to the
transaction will be included in the documentation to be made available to the
Italian Stock Exchange, Consob and the Shareholders in accordance with
Italian laws and regulations.

The closing of the acquisition of iTouch by Buongiorno is
subject to certain conditions precedent, among which the approval of the
dedicated capital increase by the General Shareholders' meeting of Buongiorno
and the absence of material adverse change with respect to the transaction.

It is intended that following the closing of the transaction
Wayne Pitout will join the Board of Buongiorno as an Executive Director,
together with a designee of Oak Investment Partners. Wayne Pitout will be in
charge of M&A activities in the new combined entity.

The total number of shares are subject to the lock-up
agreement in the purchase agreement, which shares will represent approx.
14.5% of the post-dilution share capital of Buongiorno S.p.A.. The lock-up
commitments will last 180 days as of closing with limited permitted sales by
certain shareholders prior to the expiration of the 180 day lock-up.

Bonelli Erede Pappalardo acted as legal advisor, UBS Investment Bank as
financial advisor to Buongiorno for this transaction and Banca IMI and UBS
Investment Bank as advisors for the financial structure of the deal.

Simmons & Simmons and Finn, Dixon & Herling acted as legal
advisors to iTouch.

(1)Total revenues are calculated as the sum of Buongiorno
revenues (Euro 191.8 million) plus iTouch net revenues effected for network
operator share (GBP85.6 million converted to Euro using a GBP/Euro 
exchange rate of 1.47).