66% of iseemedia Shares Tendered to Synchronica Take-Over Bid. Synchronica Waives Principal Conditions to Acquire iseemedia. Fin
01 September 2010 - 10:13PM
PR Newswire (Canada)
TORONTO and LONDON, Sept. 1 /CNW/ -- Acquisition propels
Synchronica to targeted market leadership in next generation mobile
messaging for emerging markets TORONTO and LONDON, Sept. 1 /CNW/ -
iseemedia Inc. ("iseemedia" - TSX-V: IEE) and Synchronica plc
("Synchronica" - AIM: SYNC) announced today 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 $7,000,000 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 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. "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. 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 $7,000,000 will be
completed at or about the date the anticipated listing approval is
received. Synchronica will consolidate its shares prior to
September 15, 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 $7,000,000 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 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. 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. (C) 2009 iseemedia Inc. All rights reserved.
iseemedia and iseedocs are either Registered Trademarks or
Trademarks of iseemedia Inc. in the United States and or Canada.
All other trademarks and trade names are the property of their
respective owners. Forward-Looking Statements This news release
includes certain forward-looking statements that are based upon
current expectations, which involve risks and uncertainties
associated with iseemedia's and 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 iseemedia or Synchronica or management of either company.
The forward-looking statements are not historical facts, but
reflect iseemedia's or Synchronica'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, including the matters
discussed in iseemedia's most recent management's discussion and
analysis filed at www.sedar.com, or in Section 8 (under the heading
"Risk Factors Related to the Offer") in the take-over bid circular
dated July 22, 2010 filed with respect to the Offer at
www.sedar.com. Neither iseemedia nor Synchronica 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. 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. %SEDAR: 00020202E
Iseemedia Inc.: David Berman, CFO, +1 905 761 5293,
davidb@iseemedia.com; Synchronica plc: Carsten Brinkschulte, CEO
+44 (0) 7977 256 406; Angus Dent, CFO, +44 (0) 7977 256 347; Nicole
Meissner, COO, +44 (0) 7977 256 412; www.synchronica.com; finnCap:
Clive Carver, Nomad, +44 (0) 20 7600 1658; Charlotte Stranner,
Corporate Finance, +44 (0) 20 7600 1658; Stephen Norcross,
Corporate Broker, +44 (0) 20 3207 3211; Walbrook PR Ltd: Ben
Knowles, +44 (0) 20 7933 8788, +44 (0) 07900 346 978,
ben.knowles@walbrookpr.com
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