Acquisition of Remaining Shar

RNS Number : 4845Y

Synchronica PLC

24 December 2010

 

24 December 2010

Synchronica plc

Synchronica proposes acquisition of remaining shares of iseemedia through an amalgamation

ROYAL TUNBRIDGE WELLS, UNITED KINGDOM---Synchronica plc ("Synchronica" or "the Company") (AIM:SYNC;  TSX VENTURE:SYN) the international provider of push email, instant messaging and social networking services, announces that, following its acquisition of approximately 86% of the shares of its competitor iseemedia Inc. ("iseemedia") through a takeover bid that was completed in October of 2010, the Company proposes to acquire the remaining shares of iseemedia that it does not currently own by way of an amalgamation (the "Amalgamation").   Upon completion of the Amalgamation, iseemedia would become a wholly-owned subsidiary of the Company.

The Amalgamation was approved by the shareholders of iseemedia on December 23, 2010 and is subject to the approval of the TSX Venture Exchange. 

On the effective date of the Amalgamation, anticipated to be on December 31, 2010, assuming the Amalgamation is completed:  (i) each issued and outstanding iseemedia share (other than those held by dissenting shareholders of iseemedia or Synchronica Canada Inc.) will be converted into 0.2687 of a share of the Company; and (ii) each issued and outstanding iseemedia share held by a dissenting shareholder, if any, will be cancelled and become an entitlement to be paid the fair value of such share and each dissenting shareholder will cease to have any rights as a shareholder other than the right to be paid the fair value in respect of the iseemedia shares formerly held by such dissenting shareholder in accordance with the provisions of the Canada Business Corporations Act.

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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