Acquisition of Balance of ise

RNS Number : 0801Z

Synchronica PLC

07 January 2011

 



Synchronica plc

Synchronica acquires remaining interest in iseemedia through an amalgamation

Synchronica plc ("Synchronica" or "the Company") (AIM:SYNC;  TSX VENTURE:SYN) the international provider of push email, instant messaging and social networking services, announces further to its announcement of 24 December 2010 that, following approval by the TSX Venture Exchange on 5 January 2011 , the Company has acquired the remaining interest in iseemedia by way of an amalgamation (the "Amalgamation"), such that iseemedia is now a wholly-owned subsidiary of the Company.

The Amalgamation of iseemedia with Synchronica Canada Inc. (a wholly owned subsidiary of the Company) was effective under the Canada Business Corporations Act on 6 January 2011.

As none of the shareholders of iseemedia have exercised dissent rights with respect to the Amalgamation, on the effective date of the Amalgamation each issued and outstanding iseemedia share (other than those held by dissenting shareholders of iseemedia or Synchronica Canada Inc.) was converted into 0.2687 of a share of the Company.

iseemedia shareholders are requested to return their iseemedia common share certificates to Computershare Investor Services Inc., together with the Letter of Transmittal enclosed with the management proxy circular of iseemedia dated November 25, 2010, to receive their new share certificates of Synchronica.  The detailed instructions for the surrender of share certificates and the address of Computershare Investor Services Inc. are set out in the Letter of Transmittal.  iseemedia shareholders are also advised that no fractional shares of Synchronica will be issued in connection with the Amalgamation.

Enquiries:

Synchronica plc www.synchronica.com	Carsten Brinkschulte, CEO Angus Dent, CFO Nicole Meissner, COO	[phone] [phone] [phone]
iseemedia Inc.	David Berman, CFO	[phone]
finnCap	Clive Carver , Nomad Charlotte Stranner, Corporate Finance Stephen Norcross, Corporate Broker	[phone] [phone] [phone]
Walbrook PR Ltd	Paul McManus	[phone] [phone] [e-mail]

About Synchronica plc

Synchronica plc is a leading developer of next-generation mobile messaging solutions based on open industry standards. The award-winning product portfolio includes the flagship product Mobile Gateway, providing push Email, synchronization, instant messaging (IM), backup and restore, and mobile connectivity to social networks. Synchronica's products are white-labelled and offered by mobile operators and device manufacturers in emerging and developed markets to provide mass market messaging services, increasing data revenues and reducing churn.

Synchronica Mobile Gateway provides a unique multi-protocol gateway combining Push IMAP, SyncML, ActiveSync, Email-to-MMS, and Email-to-SMS, delivering messaging services to literally any mobile phone currently in the market without requiring an additional client to be downloaded. Expanding instant messaging to mobile devices, Mobile Gateway establishes carrier-branded IM communities, using the industry standard XMPP and provides gateways to popular internet IM communities, connecting any IMPS-enabled handset.

Headquartered in England, Synchronica also maintains development centres in Germany and the Philippines in addition to a regional presence in the USA, Hong Kong, Madrid and Dubai. Synchronica plc is a public company traded on the AIM list of the London Stock Exchange (SYNC.L). For further information, please visit www.synchronica.com.

Forward-Looking Statements: This news release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with Synchronica's business and the environment in which those businesses operate. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions to the extent they relate to either Synchronica or its management. The forward-looking statements are not historical facts, but reflect Synchronica's current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed in Section 8 (under the heading "Risk Factors Related to the Offer") of the Circular contained in the take-over bid circular dated July 22, 2010 filed with respect to the take-over bid by Synchronica for the shares and warrants of iseemedia filed at www.sedar.com, as amended pursuant to related notices filed at www.sedar.com.  Synchronica assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.   No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

 

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