Further re Acquisition of ise

RNS Number : 0177S

Synchronica PLC

02 September 2010

 



66% of iseemedia Shares Tendered to Synchronica Take-Over Bid

Synchronica Waives Principal Conditions to Acquire iseemedia.

Financing of CAD $7,500,000 Expected to be Completed September 14

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

LONDON, UK and TORONTO, CANADA -- Synchronica plc ("Synchronica" - AIM: SYNC) and iseemedia Inc. ("iseemedia" - TSX-V: IEE) announce that 66% of the iseemedia shares have been tendered to Synchronica's take-over bid for all the issued shares of iseemedia (the "Offer"). Synchronica has extended the Offer until 5:00 p.m. (Toronto time) on September 14, 2010 and has committed to take up and pay for all iseemedia shares tendered by that date. Synchronica has also waived the principal conditions to the Offer except for the minimum tender condition that at least 51% of the issued iseemedia shares are tendered to the Offer by September 14.

It is anticipated that a financing of approximately CAD $7,500,000 in iseemedia Units and Synchronica Units led by Northern Securities Inc. ("Northern Securities") and finnCap in the UK will be completed by September 14. Northern Financial Corporation, the parent corporation of Northern Securities, has committed to provide at least CAD $3,000,000 in the Canadian portion of the financing conditional only upon Synchronica acquiring at least 51% of the issued iseemedia shares under the Offer.

The board of directors of iseemedia has approved an extension of the Offer and has reaffirmed its recommendation that security holders of iseemedia accept the Offer and deposit their common shares and common share purchase warrants under the Offer. At the general meeting of Synchronica held on August 31, 2010, Synchronica shareholders gave authority to issue sufficient new ordinary shares required to conclude the acquisition of iseemedia and the associated fundraising and approved a 1 for 15 share consolidation of Synchronica's ordinary shares.

"We are encouraged by the higher than expected support for the acquisition from new and existing investors in both markets and the strong support of iseemedia shareholders for our take-over bid. This acquisition is a key step towards our goal of achieving a market-leading position in the fast-growing emerging markets. iseemedia perfectly complements our existing competencies, specifically the patent-pending document transcoding technology, and the additional contracts with large mobile operators in India, which will accelerate our traction in the second largest mobile market worldwide," said Carsten Brinkschulte, Chief Executive Officer of Synchronica plc.

"We are extremely pleased that we are on track to complete the transaction and look forward to the results of this business combination in the world wide mobile messaging market," said Anthony DeCristofaro, President and Chief Executive Officer of iseemedia.

The Financing

The financing consists of Units, each Unit consisting of one share and one full three year warrant. For the Canadian portion of the financing, the iseemedia Units have been priced at CAD $0.09 with the exercise price of the warrant priced at CAD $0.12, and for the UK portion of the financing, the Synchronica Units have been priced on the same terms in GBP, namely 1.45p (pre-consolidation) with the warrant exercise price at 1.93p (pre-consolidation) which assumes the exchange rate of GBP 0.64803 = CAD $1.

Synchronica and iseemedia anticipate that the listing of Synchronica shares on the TSX Venture Exchange ("TSXV") will be approved on or prior to September 14 and accordingly the Offer will be extended to September 14 in order that the financing of approximately CAD $7,500,000 will be completed at or about the date the anticipated listing approval is received.

Synchronica will consolidate its shares on September 2, 2010 on the basis of one new Synchronica share for every 15 old Synchronica shares. Each tendering shareholder of iseemedia (including persons who invest in the financing to become iseemedia shareholders whose iseemedia shares are automatically tendered to the Offer) will receive 4.03 Synchronica shares for every iseemedia share (pre-consolidation) or 0.2687 Synchronica shares (post-consolidation). The investors in the financing will also receive 4.03 full three year warrants of Synchronica (pre-consolidation) for every warrant issued in the iseemedia financing or 0.2687 warrants of Synchronica (post-consolidation). The exercise price of the Synchronica warrants will be 1.93p (pre-consolidation) or 28.94p (post-consolidation).

If listed on the TSXV as anticipated, Synchronica will trade in CAD and Synchronica shares will continue to trade in GBP on the AIM of the London Stock Exchange.

Sale of RealBiz

In conjunction with an announcement issued by iseemedia on August 20, 2010, Synchronica has been advised that a binding letter of intent has been entered into with respect to the proposed sale of RealiBiz360, Inc. This letter of intent relates to a condition in the Offer. Although this condition has been waived by Synchronica, substantial progress has been made with this sale, and both companies are confident that the sale will be completed on or prior to completion of the Offer.

Positioned to Obtain Market Leadership for Next-Generation Mobile Messaging in Emerging Markets

Synchronica has a strong focus on providing mobile messaging solutions for operators and device manufacturers in high-growth emerging markets. With the completed acquisition, Synchronica will have 44 of the world's mobile operators as customers and a total addressable market of 853 million subscribers.

With the acquisition of iseemedia and the financing of approximately CAD $7,500,000 plus the RealBiz sale proceeds of about CAD $1.5 million, Synchronica will have substantial funds to finance its targeted market leadership position in offering clientless solutions to mobile operators and device manufacturers in emerging markets.

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.

Contact:

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	[phone]
	Charlotte Stranner, Corporate Finance	[phone]
	Stephen Norcross, Corporate Broker	[phone]
Walbrook PR Ltd	Ben Knowles Paul McManus	[phone] [phone] [e-mail]

Forward-Looking Statements: This RNS includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with Synchronica's and iseemedia'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 iseemedia or management of either company. The forward-looking statements are not historical facts, but reflect Synchronica's or iseemedia's (as the case may be) 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. Neither Synchronica nor iseemedia assumes any 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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