Technology group falls to rival takeover so it can pay its staff

THE TIMES Business
Technology group falls to rival takeover so it can pay its staff
Nic Fildes

The company at the heart of a share sale row has succumbed to
a takeover from its rival Myriad.
The deal values Synchronica at 15p a share or £23.85 million, above Myriad's previous offer in January of £20 million. Myriad has also agreed to lend Synchronica $3 million (£ L9 million) so that it can pay staff over the next two months. Synchronica appears to have agreed after running low on funds because a Canadian technology supplier withheld the payment of a substantial loan.
The company has warned that even the Myriad loan may not be enough for it to meet working capital requirements during the formal bid process.
The takeover marks the end of an eventful few months. Angus Dent, chief executive, spent £49,000 on 800,000 shares in the business only three weeks after Myriad approached the company with what was described as a "vague" takeover offer, which it rebuffed. Mr Dent acquired the shares with the blessing of its chairman and financial adviser.
Myriad had raised questioned about the version of events presented by Synchronica.
The shares Mr Dent bought in November have a value of £120,000 although it is understood that he has booked a loss on his initial investments in Synchronica. The shares traded at 780p in 2005 but had dwindled
to an all-time low during the period when he acquired his stake.
The new Myriad offer is pitched at a 93 per cent premium to the 7%p share price the day before the bid was finally revealed.
Myriad, which is based in Didsbury, Manchester, but listed in Switzerland, has offered 4.83 new shares for every 100 Synchronica shares.
The funding squeeze at the company was the result of a move to take over Nokia's mobile messaging business. The deal was hailed as a coup at the time but the company struggled to meet payments and has been hampered in its attempts to raise funds after revealing that it would have to pass on more capital to Nokia as part of a deferred consideration for the deal.
David Mason, the executive chairman of Synchronica, who personally approved Mr Dents share purchase, said: "Synchronica has expanded rapidly and working capital has been a constant challenge. The Synchronica board wishes to thank its shareholders for their steadfast support and hopes that the combined business will deliver the value that they deserve."

FSA to look into mobile chiefs share dealings during takeover talks

THE TIMES
25-02-2012
Business
FSA to look into mobile chiefs share dealings during takeover talks
NicFildes

The company that made an approach to Synchronica has
called on it's target's independent directors to consider the future of its management, saying the chief
executive bought shares during takeover talks.
The Financial Services Authority has also requested information from Synchronica and its rival Myriad and their advisers about what happened.
The Times reported yesterday that Angus Dent bought 800.000 shares in November three weeks after Myriad made an indicative offer of 11.65p a share. Mr Dent said that this had been only a vague approach that had been firmly rebuffed. But yesterday Myriad disputed that version of events.
In a statement yesterday, it called on non·executive directors to consider whether Mr Dent and David Mason. the chairman, should resign, whether they had breached their fiduciary duties and questioned what information Synchronica's nominated adviser, Northland Capital Partner had received and why the share
purchase was not viewed as insider trading".
The Swiss· listed and Manchester-based mobile messaging company said: "At the time of this share purchase, Angus Dent and the board of Synchronica were engaged in discussions with Myriad and, in particular. the level of Myriad's indicative offer. Myriad notes that the stock market had not been informed of Myriad's approach or the level of its indicative offer prior to Angus Dent's share purchase."
The Times revealed this week that Mr Dent bought the shares on November 30 after Myriad submitted an indicative offer letter to Synchronica on November 11. Between then and the share sale, Myriad said that it received a letter from Mr Mason requesting clarification of certain aspects of the indicative offer. It said: "Myriad did not regard this letter as containing a 'firm rebuffle' [sic] of its indicative offer.
The offer was not revealed to the market until early last month, by which time Synchmnica's stock had more than doubled from the 6.125p he had paid for each share.
Mr Dent dismissed the initial approach as a "fishing expedition" that was rebuffed and said that his decision to purchase the shares was approved by Northland Capital and by Mr Mason. But Myriad said that it was surprised and disappointed- to read of the share purchase.
Synchronita declined to comment on the allegations made by its rival.

Synchronica mobile chief purchased shares after Swiss takeover approach

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THE TIMES 24-02-2012
Business
Synchronica mobile chief purchased shares after Swiss takeover approach
Nic Fildes, Gary Parkinson

The chief executive of the Synchronica mobile messaging company bought 800,000 shares
in the business three weeks after it received a takeover approach that it had not revealed to the
market.
Angus Dent spent £49,000 on the shares on November 30 at 6.125p each.
The shares have since doubled to 12.4p largely as a result of an approach from rival Myriad regarding a possible takeover. Synchronica issued that statement on January 3.
However, the offer document posted on the website of Myriad, a Swiss company, shows that it first approached its British rival on November 10.
Mr Dent told The Times that the two businesses had met earlier in 2011 at the company's offices in Tunbridge Wells.
He said that the company then received a letter in early November that constituted "a vague approach" that was firmly rebuffed.
Mr Dent said that he assumed the approach had gone cold when he moved to buy shares and that
he cleared the stock purchase with the company's nominated adviser Northland Capital Partners, which told Mr Dent to check with executive chairman David Mason before acting.
"We had a five to ten minute chat and agreed it would be appropriate," Mr Dent said.
However, Myriad came back two days later with a fresh offer.
"We thought Myriad had come on another fishing expedition," he said. Yet Myriad's interest proved genuine as it made a £20.6 million offer, which it revealed in what Mr Dent described as a "rather silly announcement".
Synchronica has repeatedly urged its shareholders to reject its Swiss rival on the basis that the offer undervalued the shares of the British company.
Mr Dent defended his stock purchase. "You can only act on what you know at the time,'' he said.
He bought the stock because he believed that the company was "massively undervalued" and that its shares have historically risen toward the end of the year.
Synchronica experienced a turbulent 2011. FinnCap, its nominated adviser, decided to step back from offering advice to the company earlier in the year. Then its co-founders Carsten Brinkschulte and Nicole Meissner, respectively chief executive and chief operating officer, quit the
company in September.