Asset Acquisitions and Disposals::Acquisition of Turn, Inc. and Incorporation of Subsidiary

Page 1 of 1

Asset Acquisitions and Disposals::Acquisition of Turn, Inc. and Incorporation of Subsidiary Issuer & Securities

Issuer/ Manager

SINGAPORE TELECOMMUNICATIONS LIMITED

Securities SINGTEL - SG1T75931496 - Z74

Stapled Security No

Announcement Details

Announcement Title

Asset Acquisitions and Disposals

Date & Time of Broadcast 23-Feb-2017 07:30:31

Status New

Announcement Sub Title Acquisition of Turn, Inc. and Incorporation of Subsidiary

Announcement Reference SG170223OTHRGYT0

Submitted By (Co./ Ind. Name) Lim Li Ching

Designation Assistant Company Secretary

Description (Please provide a detailed

description of the event in the box below) Please seeattachment.

Attachments

687-sgx.pdf

NR-20170223-AmobeeExpands.pdf Total size =356K

http://infopub.sgx.com/Apps?A=COW_CorpAnnouncement_Content&B=AnnouncementToday&F=8L7...

23/2/2017

SINGAPORE TELECOMMUNICATIONS LIMITED (Incorporated in the Republic of Singapore) Company Registration Number: 199201624D

ANNOUNCEMENT PURSUANT TO RULE 704 OF THE SGX LISTING MANUAL

ACQUISITION OF TURN, INC. AND INCORPORATION OF SUBSIDIARY

Singapore Telecommunications Limited ("Singtel") wishes to announce that its wholly-owned subsidiary, Amobee, Inc. ("Amobee") has entered into a conditional agreement to acquire 100% of the share capital of Turn, Inc. ("Turn"), a corporation incorporated under the laws of Delaware, USA (the "Transaction").

Turn offers advanced data and analytics solutions through a data management platform ("DMP"), allowing marketers to better understand customer interactions across ad formats and devices. Turn further operates a demand-side platform ("DSP") which provides programmatic buying capabilities that automate the process of buying digital ads in real time across video, mobile and display for major brands.

The enterprise value of Turn and consideration payable is US$310 million. The consideration payable is subject to adjustments for working capital and net debt at closing. The valuation was arrived at on a willing buyer-willing seller basis based on, inter alia, an assessment of Turn's assets and business prospects. The consideration will be paid in cash.

The Transaction is subject to the fulfillment of certain conditions precedent, including the receipt of relevant regulatory approvals.

Based on its unaudited financial statements as at 31 December 2016, Turn had net tangible assets of approximately US$12 million.

In this connection, Singtel has formed a wholly-owned subsidiary, Alpha Acquisition Corp, Inc. ("Alpha"), a corporation incorporated under the laws of Delaware, USA for the purposes of effecting the Transaction. Alpha has an issued and paid-up capital of US$10. The directors of Alpha are Ms Jeann Low, Mr Samba Natarajan and Ms Kim Reed Perell.

Issued by Singapore Telecommunications Limited on 23 February 2017. News Release Amobee Expands Digital Marketing Technology with Acquisition of Turn Singtel entity strengthens data, analytics and media buying capabilities

SINGAPORE, FOSTER CITY, 23 February 2017 - Singtel subsidiary Amobee, a global digital marketing technology company serving brands such as Airbnb, Dell EMC and Lexus, today announced it has signed an agreement to acquire Turn, a leading provider of a global technology platform for marketers and agencies, at an enterprise value of US$310 million.

Turn offers advanced data and analytics solutions through a data management platform (DMP), allowing marketers to better understand customer interactions across ad formats and devices. Turn further operates a demand-side platform (DSP) which provides programmatic buying capabilities that automate the process of buying digital ads in real time across video, mobile and display for major brands including Kraft Heinz, Toyota and L'Oreal USA.

The acquisition of Turn will expand Amobee's existing programmatic and data management capabilities. Amobee will be able to offer marketers an independent end- to-end advertising and data management platformacross all channels, formats and devices, access to proprietary Amobee Brand Intelligence insights as well as advanced analyticsand media planning capabilities. With this unified platform, leading brands and agencies can plan and buy media for specific audiences in a more integrated way to maximise their investments across desktop, mobile, video and social media.

Mr Samba Natarajan, Singtel's CEO of Group Digital Life, said, "With marketers increasingly shifting from traditional to digital media to engage consumers, global digital ad spend is expected to exceed US$200 billion in 20171. The strategic acquisition of Turn strengthens Amobee's technological edge in the rapidly evolving market of digital advertising and accelerates its growth into a significant global digital marketing player. It will also prime Amobee for expansion beyond the US and into the Asia Pacific, where the Singtel Group reaches some 640 million customers across 22 countries."

1 Source: eMarketer September 2016

Amobee's CEO, Ms Kim Perell, said, "This acquisition makes Amobee one of the largest independent buy-side marketing technology providers globally, boosts our data analytics capabilities and understanding of consumers, and provides a strong foundation for our future growth. Effectively powering advertisers' digital marketing is about enabling them to better understand and reach their customers, and enhance the way they engage them, on a global scale. To differentiate and capitalise on the growing market opportunity, we will offer world-class technology paired with advanced data and insights."

Mr Bruce Falck, CEO of Turn, said, "Turn's vision is to help marketers understand what works, what doesn't, and why, by providing a powerful insights, analytics and programmatic buying platform. Today is a significant moment for us and a recognition of the quality of our technology platform. As a part of Amobee, we will be able to enhance the value delivered to our customers and partners on a global scale and accelerate innovation in this space."

This acquisition is subject to regulatory approvals and fulfilment of closing conditions, and expected to be completed within the first half of 2017.

###

SingTel - Singapore Telecommunications Limited published this content on 23 February 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 13 March 2017 13:18:05 UTC.

Original documenthttps://www.singtel.com/content/dam/singtel/investorRelations/stockExchange/2017/687-sgx.pdf

Public permalinkhttp://www.publicnow.com/view/42D1B344C72BAD71FD33E2F03FC3A96B65DC25A1