Acquisition of iseemedia Inc.

RNS Number : 8658S

Synchronica PLC

17 September 2010

 



17 September 2010

Synchronica plc

Acquisition of iseemedia Inc.

Acquisition propels Synchronica to market leadership in next generation mobile messaging for emerging markets

Highlights:

·      Acquisition brings total addressable market to 853 million subscribers.

·      Additional contracts with large mobile operator expanding Synchronica's reach into the high growth region of India, the second largest mobile market worldwide.

·      Integrated into Synchronica´s Mobile Gateway, iseemedia's document transcoding engine will reduce network bandwidth consumption by up to 90% when downloading Email attachments.

·      CAD $1.53 million raised through the concurrent sale of assets to support integration of technology and customer base.

·      Synchronica to add Toronto (TSX Venture Exchange) listing to its London (AIM) listing.

·      Deal represents another landmark in Synchronica's bid to become the leader in next-generation mobile messaging for emerging markets.

Acquisition of iseemedia

Synchronica plc ("Synchronica"), the international provider of next-generation mobile messaging services, has acquired over 74% of the outstanding shares of Canadian mobile Email competitor iseemedia Inc. ("iseemedia").

On July 22, 2010, Synchronica launched a take-over bid for all the common shares and common share purchase warrants of iseemedia (the "Bid"). At 5:00 p.m. on Wednesday September 15, 2010, over 54,301,342 common shares of iseemedia Inc. (over 74% of iseemedia's outstanding common shares) and 7,373,750 common share purchase warrants had been deposited to the Bid. All conditions to the Bid were either satisfied or waived, where capable of waiver. Yesterday, Synchronica formally notified the depositary for the Bid that it was taking up all those shares and warrants.

Synchronica will take up all shares currently tendered to the Bid, sufficient to gain control of iseemedia. As previously announced, in order to acquire at least 90% of iseemedia and further expedite the second-stage going private transaction, Synchronica has extended its offer to 5:00 p.m. on Friday, September 24, 2010. This extension will provide additional time for those current shareholders and warrant-holders of iseemedia, who have not deposited their securities to do so. During the extension period, subject to securities law requirements, Synchronica may, in its discretion, take-up any additional shares or warrants deposited in accordance with the Bid's terms.

The takeover represents a key step in Synchronica's aim to become the leader in advanced mobile messaging solutions in high-growth emerging markets, adding several large mobile operator customers in India and South-East Asia to the Company's existing customer base of 40 carriers worldwide.

iseemedia Disposal of RealBiz

Concurrently with Synchronica's acquisition, iseemedia has disposed of its subsidiary RealBiz 360 Inc. and related assets, which are not related to the business of mobile communication. The sale, which was approved by the TSX Venture Exchange, generates CAD$ 1.53m, which will be used to fund the operations of the combined company.

Leadership in Mobile Messaging

iseemedia's core business focus has been on entry-level messaging services for emerging markets, which matches Synchronica's position as a provider of advanced messaging solutions from basic handsets to Smartphones.

Synchronica will integrate iseemedia's patent-pending document streaming technology "iseedocs" into the next version of Mobile Gateway. Using advanced streaming, iseedocs can reduce network bandwidth consumption by as much as 90% when downloading Email attachments.

Synchronica has a successful track record in acquiring and integrating technology and customers following acquisitions. Previously the company integrated acquired technology within six months and has continued to support the existing customer base of acquired companies.

Acquired Customers and Technology

The iseemedia acquisition is Synchronica's second purchase in 2010 following Colibria's IMPS Instant Messaging business in March 2010. Specifically, the iseemedia acquisition brings:

·      Contracts with three large mobile operators in India and South-East Asia manifesting a market entry for Synchronica in the high growth region of India. According the Telecom Regulatory Authority, the total number of mobile users reached 653 million in July with 17 million users added in one month alone.

·      An enhanced market position in global mobile messaging, supplementing Synchronica's 660 million contracted addressable market from 40 mobile operator customers with iseemedia's 193 million from four mobile operators resulting in a total addressable market of 853 million subscribers and 44 mobile operator customers.

·      iseemedia's patent-pending, advanced document transcoding engine "iseedocs", which will enhance Synchronica Mobile Gateway's Email attachment handling and enable mobile operators to reduce network bandwidth consumption by up to 90%.

Commenting on the acquisition, Carsten Brinkschulte, CEO of Synchronica, said: "To achieve our goal of market leadership in emerging markets, our strategy is to grow organically, as well as by acquisition. This acquisition gives Synchronica contracts with large mobile operators in India, the second-largest mobile market in the world, while also providing us with additional advanced technology to improve the competitive positioning of Mobile Gateway. We are committed to working closely with iseemedia's customers over the coming months to ensure a seamless transition."

Anthony DeCristofaro, CEO and President of iseemedia, adds: "We are extremely pleased to now join forces with Synchronica, creating the worldwide leading provider of advanced messaging solutions from  basic handsets to Smartphones. With our experience with carriers in the Indian-subcontinent, coupled with Synchronica's superb distribution channels and global customer base, we look forward to this new chapter of our story."

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.

About iseemedia Inc

iseemedia Inc. is a mobile software company focused on the commercialization of a Service Delivery Platform (iseemail TM) for delivering push Email services to the mass market and an advanced Content Delivery Platform (iseedocs TM) for rich media adaptation and extremely cost-efficient network delivery to mobile devices.

The Company maintains a broad portfolio of issued and pending patents that cover content authoring, streaming and interactive viewing on mobile devices. iseemedia was founded in March 2002 and has been traded on the TSXV in Toronto since June 2005.

For more information, please visit: www.iseemedia.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 Bid 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.

 

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