ZURICH, January 31, 2012 /PRNewswire/ --
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDITION
Myriad Group AG (SIX Swiss Exchange: MYRN), the company that
powers mobile social and web experiences on connected devices,
today announced the terms of a share offer (the "Offer") to acquire
the entire issued and to be issued ordinary share capital of
Synchronica plc (AIM: SYNC; TSX Venture: SYN) at a value equivalent
to approximately 20.63 million pounds Sterling.
- 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 pounds 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 Synchronica 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
pounds 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 pounds)
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.
Strategic rationale
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 pounds 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 pounds.
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.
Applicable law
The Offer will be subject to the provisions of the UK City Code
on Takeovers and Mergers.
About Myriad
Myriad is chosen by leading OEMs and network service providers
to power rich mobile social and web experiences - from the most
basic to the smartest connected device through a single, scalable
platform.
Today, over 2.5 billion mobile users rely on Myriad software.
Myriad apps often provide users with their first taste of the
Internet, and with our proven technology embedded in every Android
device we are on target to help our partners power the next billion
users.
Myriad operates worldwide, with offices in Switzerland, France, UK, USA, Mexico,
India, UAE, China, South
Korea, Taiwan, Japan and Australia. Headquartered in Zurich Switzerland, Myriad is listed on the
SIX Swiss Exchange (SIX Symbol: MYRN).
For more information please visit our website:
http://www.myriadgroup.com. You can also follow us on
twitter@MyriadGroup and view our YouTube Channel
-YouTube.com/myriadgroupmarketing
Forward-looking
Statements
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 http://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.
Overseas
Jurisdictions
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
athttp://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 http://www.myriadgroup.com and
will remain available during the course of the Offer.