Synchronica plc – Acquisition of 11 Carrier and OEM Contracts and Technology
Synchronica plc, the international provider of next-generation mobile messaging services, announces it has entered into an agreement to acquire customer contracts, accounts, intellectual property, patents and software, and all other associated assets from Neustar NGM Services Ltd. and certain of its affiliates (“Neustar NGM”). Synchronica acquires the instant messaging business, including the technology, 11 contracts with Tier-1 and Tier-2 mobile operators and two contracts with Tier-1 device manufacturers for a cash consideration of US$251,000.
Acquisition of Customer Contracts of Neustar Instant Messaging Business
Synchronica has agreed to acquire certain assets and liabilities from Neustar NGM and certain affiliates relating directly to their IM business, in order to accelerate its business and further increase its market share in the Instant Messaging segment. The acquisition includes Neustar NGM’s customer base, its patented technology, other assets and a clearly defined pool of liabilities including the on-going, paid for support of the live customer deployments.
The consideration payable in cash is US$ 251,000; US$ 1,000 will be paid on the closing date and the balance will be paid on or about ninety days thereafter. No further consideration is payable. Should the cash and near cash assets of Neustar NGM be less than has been agreed or the liabilities more than has been agreed, then Neustar will make good any difference in cash. The Directors of Synchronica anticipate that the acquired business will accretive in 2011.
Short Term Financing
There is a short term funding request for this acquisition and Synchronica has therefore agreed, in principle, to a loan of approximately US$ 1.5m, repayable at any time in the period to 31st December 2011 without penalty. The loan will carry interest at a rate of 1% per month and there will be a bonus issue of approximately 450,000 new ordinary 15p shares. The Company will update the market further when the loan is completed.
Acquired Customer Base
Neustar NGM’s operator customer base includes 11 contracts with Tier-1 and Tier-2 mobile operators including Vodafone and Optimus (Portugal), SFR (France), Globe (Philipines), TIM (Italy) , Turkcell (Turkey), Hutchinson 3 (Hong Kong), Vimpelcom and MegaFon (Russia).. The acquired customer base also includes two Tier-1 device manufacturers which are using the Neustar MIM to provide Instant Messaging services to end-users.
Synchronica will assume all responsibilities under the existing contracts and intends to provide full support for installations of Neustar NGM products and services to existing operator and device manufacturer customers.
Acquired Products and Services
With the acquisition of the IM assets and liabilities of Neustar NGM’s business, including its patented technology, Synchronica gains access to the following products and technologies offered to mobile operators and device manufacturers:
- Mobile Instant Messaging (MIM): MIM services enable operators to launch both mobile optimized access to established Internet IM communities, including Windows Live Messenger, Yahoo, AIM, ICQ, Gtalk and Facebook, and to build their own IM services.
- Interconnect: Intercarrier Communications Process (ICP) enables operators to offer their customers instant messaging interconnectivity enabling users to freely communicate across multiple IM communities, mobile and fixed.
- Mobile Social Networking: Mobile Messaging Gateway provides operator branded services that give end users mobile-optimized access to Social Networking communities such as Facebook, MySpace, Hi5 and Vkontakte.
- Operator Communities: Instant Messaging Service Center (IMSC) and the Presence Server Platform enable subscribers to create customized personal profiles, check whether friends are online and what they are doing, chat in real time and share pictures and other media.
- Rich Communication Suite (RCS): RCS is an initiative led by the Global System Mobile Association (GSMA) with the support of a wide range of operators and vendors. It aims to provide an enhanced communication experience to subscribers through a suite of inter-operable and interconnected services and applications. RCS enablers include the Instant Messaging Service Center (IMSC) which provides the enhanced messaging capability and the Presence Server Platform, enabling the Enhanced Phone Book.
- Enhanced Address Book: A key part of the next evolution of communication, the Enhanced Address Book is included not only in RCS services but also in some of the latest smartphone handsets.
Synchronica intends to continue to support Neustar NGM's open standards-based IM technology and plans to integrate key elements of the software into Synchronica's Mobile Gateway product line. To existing customers, Synchronica will propose a roadmap and transition to Synchronica Mobile Gateway, extending the range of services from IM to push Email, Synchronization and Social Networking.
Carsten Brinkschulte, CEO of Synchronica, comments: "We are delighted to acquire these assets, further accelerating our business and cementing our position as the leading provider of next generation messaging services for mobile operators and device manufacturers. We are looking forward to working with our new customers; Synchronica is committed to continue support for these products and providing a vision and roadmap including synergies with other Synchronica messaging products."