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Myriad Launches Share Offer for Synchronica plc
- Synchronica shareholders are entitled to receive 4.67 newly issued Myriad shares for every 100 Synchronica shares
- Based on the closing price of a Myriad share of CHF 4.01 and an exchange rate of CHF 1.44 to £ 1.00 on 30 January 2012, being the latest practicable date prior to this announcement, the Offer values each Synchronica share at 13 pence, representing a premium of approximately:
* 70.49% to the closing price of a Synchronica share of 7.625 pence on 10 November 2011, being the date prior to 11 November 2011, the date on which Myriad first made a non-binding indicative proposal to the Board of Synchronica regarding a potential offer;
* 89.02% to the 60-dealing day volume-weighted average share price of a Snychronica share of 6.88 pence prior to 3 January 2012, the date of Synchronica's announcement that it had received an approach from Myriad regarding a potential offer; and
* 67.74% to the closing price of a Synchronica share of 7.750 pence on 30 December 2011, being the last practicable dealing day prior to the date of Synchronica's announcement that it had received an approach from Myriad regarding a potential offer
- As at 10 November 2011, Synchronica had a market capitalisation of £ 12.1 million and an obligation to pay deferred acquisition consideration to Nokia Corporation ("Nokia") of approximately US$ 20.2 million (the "Nokia Debt"), which is payable in full before 31 December 2015
- As at 30 January 2012, Myriad had a market capitalisation of approximately CHF 197.05 million (approximately £ 136.85 million) and it had a cash balance of approximately US$ 25 million as of 31 December 2011 (unaudited)
- Myriad has received confirmation from Nokia that the Nokia Debt will not become immediately payable in full as a result of the Offer
"We view our all share offer as attractive to the shareholders of Synchronica. It represents a significant premium to Synchronica's volume-weighted average share price in November and December 2011, prior to the announcement that we were in discussions regarding a transaction, and a compelling value proposition, affording Synchronica shareholders continued participation in a combined business that we consider will be a leader in mobile software technology, with an enhanced product portfolio and cross-selling opportunities. The combined businesses should be well positioned to exploit the opportunities presented by the growing global demand for mobile data consumption and to deliver enhanced value for shareholders" said Simon Wilkinson, Chief Executive Officer and member of the Board of Directors of Myriad Group.
Synchronica plc, a public company incorporated in the UK, generated sales of US$ 10.9 million in 2010 and US$ 12.8 million for the first nine months of 2011. The company's shares are traded on AIM (AIM: SYNC) and on the TSX Venture Exchange (TSX-V: SYN). Synchronica is a developer of next-generation mobile messaging solutions based on open industry standards. Synchronica's business is now predominantly based on its flagship product - Mobile Gateway - providing push email, synchronisation, instant messaging, backup and restore and mobile connectivity to popular social networking services. Synchronica's products are white-labelled and offered by mobile network operators and device manufacturers in emerging and developed markets. Synchronica has regional presences in the UK, Canada, USA, Hong Kong, Spain and Dubai. It also operates dedicated development centres in Germany and in the Philippines.
The acquisition of Synchronica by Myriad would create a European-headquartered global business with an increased opportunity to capitalise on expanding world and regional markets. Through increased revenue generation based on consolidated technical excellence and global execution, it has the potential to increase shareholder value for Synchronica shareholders and Myriad shareholders through a proposition that should deepen the combined group's relationship with existing service provider customers and the extension of its geographic delivery. The combined group will also have a research, development and support capability that should accelerate new business development.
The Board of Directors of Myriad continues to see opportunity arising from the growth in global mobile data consumption. It believes that Synchronica's customer base and the industry segments it serves complement those of Myriad, affording the scope to extend the market reach of both business' products and technologies. With an enhanced product offering, cross-selling opportunities, a strengthened IP portfolio and the potential for synergies, Myriad believes that the potential acquisition would enhance its position as a global player, serving more than 100 mobile operators and over 20 handset manufacturers and OEMs.
Financing of the Offer
The transaction will be financed through the issue of new Myriad shares to the shareholders of Synchronica. Under the terms of the Offer, Synchronica shareholders will be entitled to receive 4.67 new Myriad shares for every 100 Synchronica shares they hold. Based on a closing price per Myriad share of CHF 4.01 and an exchange rate of CHF 1.44 to £ 1.00 on 30 January 2012, being the latest practicable date prior to this announcement, the Offer values each Synchronica share at 13 pence and Synchronica at approximately £ 20.63 million.
Myriad will convene an Extraordinary General Meeting of Shareholders ("EGM"), to be held on 23 February 2012, to approve authorised share capital for the creation of the new Myriad shares. The Board of Directors will propose to the EGM to approve authorised share capital of CHF 1,170,135 million. This is equivalent to 11,701,350 registered shares with a nominal value of CHF 0.10 each. The issue of such shares out of the authorised share capital shall be possible until 23 February 2014. The current listed share capital of Myriad amounts to 49,140,515 registered shares.
Principal conditions of the Offer
Completion of the Offer is conditional upon, inter alia:
- The EGM of Myriad to approve all necessary resolutions required for the capital increase connected with the public share exchange Offer;
- Valid acceptances having been received and not withdrawn in respect of not less than 90% of Synchronica shares to which the Offer relates and not less than 90% of the voting rights carried by those shares; this percentage may however be reduced by Myriad to any percentage above 50%; and
- The new Myriad shares having been approved for listing on the Main Standard of the SIX Swiss Exchange in accordance with applicable formalities of Swiss law and the listing rules of the SIX Swiss Exchange
The Offer is also subject to certain other conditions which are considered customary for a transaction of this nature.
Further details and all conditions are set out in the announcement document SHARE OFFER, dated 31 January 2012. The document is available free of charge on Myriad's website http://www.myriadgroup.com/investors/share-offer-synchronica.aspx
Details of the Offer
Further detailed information on the Offer will be provided in the offer document and the prospectus equivalent document to be produced by Myriad, which are scheduled for publication within 28 days of the date of this announcement.
The Offer will be subject to the provisions of the UK City Code on Takeovers and Mergers.
This announcement contains statements that are, or may be, forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include words such as "target", "plan", "believe", "expect", "aim", "intend", "will", "should", "could", "would", "may", "consider", "anticipate", "estimate", "synergy", "cost saving", "project", "goal" or "strategy" or words or terms of similar substance or the negative of such words are forward-looking statements. Forward-looking statements include statements relating to the following: (i) the expected timetable for implementing the Offer, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects of Myriad or Synchronica or the Combined Group; (ii) business and management strategies and the expansion and growth of Myriad's, Synchronica's or the Combined Group's operations and potential synergies resulting from the Offer by Myriad for Synchronica; and (iii) the effects of government regulation on Myriad's, Synchronica's or the Combined Group's respective businesses.
These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Myriad or Synchronica. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Myriad or any of its members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Myriad disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law. All forward-looking statements included in this document are based on information available to Myriad on the date of this announcement and are made only as of the date of this announcement. Undue reliance should not be placed on such forward-looking statements.
Subject to compliance with the City Code, Myriad does not intend nor undertake any obligation, to update any information contained in this document, except as required by applicable law.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period, and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror(s). A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should obtain professional advice and observe any applicable requirements.
This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.
In particular, this announcement is not an offer which is being made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, email, facsimile transmission, telex, telephone, the internet or other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of a Restricted Jurisdiction and the Offer cannot be accepted by any such use, means, instrumentality or facility from or within a Restricted Jurisdiction.
This document does not constitute an offer in, or into, Canada. Any offer made to Canadian Synchronica Shareholders will be made in accordance with applicable Canadian securities laws. Documents relating to the Offer applicable to Canadian Synchronica Shareholders will be mailed in accordance with applicable Canadian securities laws and made available on the System for Electronic Document Analysis and Retrieval at www.sedar.com under Synchronica's profile.
Opening position disclosure
On 16 January 2012 and 17 January 2012, Myriad disclosed the details required to be disclosed by it under Rule 8.1(a) of the City Code.
Publication on website
A copy of this announcement is available free of charge, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Myriad's website at www.myriadgroup.com and will remain available during the course of the Offer.
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