Recommended cash offer for iTouch plc by Goldman Sachs International on behalf of For-side.com

Summary

The Boards of For-side.com.Co., Ltd. ("For-side.com") and iTouch plc ("iTouch") announce that they have agreed the terms of a recommended cash offer for the entire issued and to be issued share capital of iTouch, to be made by Goldman Sachs International on behalf of For-side.com (the "Offer").
 
The Offer for each iTouch Share will be 44 pence in cash, and values the existing issued share capital of iTouch at approximately £179.6 million.
 
The Offer represents a premium of approximately:
 
— 26.6 per cent. to the closing middle market price per iTouch Share of 34.75 pence on 27 April 2005, the last Business Day before the date of this announcement; and
 
— 33.4 per cent. to the average closing middle market price per iTouch Share of 32.99 pence for the month before the date of this announcement.
 
The Board of iTouch, which has been so advised by Close Brothers, considers the terms of the Offer to be fair and reasonable and intends to recommend that iTouch Shareholders accept the Offer.
 
For-side.com, through its wholly-owned subsidiary For-side.com.U.K.Co., Ltd. ("For-side.com UK"), currently holds 18,248,276 iTouch Shares, representing approximately 4.5 per cent of the existing issued share capital of iTouch. In addition, For-side.com has received irrevocable undertakings to accept the Offer in respect of a further 200,104,118 iTouch Shares representing approximately 49.0 per cent of the existing issued share capital of iTouch. As a result, For-side.com either holds, or has received irrevocable undertakings in respect of, a total of 218,352,394 iTouch Shares, representing approximately 53.5 per cent of the issued share capital of iTouch.
 
Commenting on the Offer, Yukinao Ajima, President of For-side.com, said:
 
"The acquisition of iTouch is transformational for For-side.com, and marks a major step toward our goal of becoming the pre-eminent global provider of mobile digital content. There is significant potential for growth from realising the full potential of iTouch's strong brands, both in Europe and globally, particularly in the youth market."
 
Wayne Pitout, Chief Executive Officer of iTouch, added:

"iTouch has grown to become one of the largest providers of mobile content focused on Europe with operations in 25 countries. I welcome this offer which will combine iTouch with For-side.com's existing strong positions in Asia and the US to create a truly global player."

Commenting on the Offer, Ivan Fallon, Chairman of iTouch, said:
 
"Whilst the Directors remain confident of iTouch's future prospects, they nonetheless recognise that in combination with For-side.com the enlarged group will have greater resources to drive growth faster around the globe. The premium offered reflects the strategic value of iTouch to For-side.com and accordingly the Board is happy to recommend the offer to shareholders."
 
This summary should be read in conjunction with the full text of the announcement (available from Close Brothers upon request).
 
Enquiries
Close Brothers +44 20 7655 3100
Justin Clark
 
Close Brothers, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for iTouch and no one else in connection with the Offer and will not be responsible to anyone other than iTouch for providing the protections afforded to clients of Close Brothers or for providing advice in relation to the Offer, or any matter referred to herein.