Synchronica Acquires 11 Carrier & OEM Contracts and Technology from Neustar NGM Services, Secures Short Term Financing

ROYAL TUNBRIDGE WELLS, UK, Feb. 2 /CNW/ - Synchronica plc ("Synchronica" or "the Company") (AIM:SYNC; TSX VENTURE:SYN) the international provider of push email, instant messaging and social networking services, announces it has entered into an agreement ("the 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 90 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 be 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$1.5 million, repayable at any time in the period to 31st December 2011 without penalty. The loan will carry interest at a rate of 1 percent 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 (Philippines), 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 Centre (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 Centre (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."

About Synchronica
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, synchronisation, instant messaging, backup & restore and mobile connectivity to social networks. Synchronica's products are white-labelled and offered by mobile operators in emerging and developed markets to provide mass-market messaging services, increasing data revenues and reducing churn.

Synchronica's Mobile Gateway provides a unique multi-protocol gateway combining Push IMAP, SyncML, ActiveSync, Email-to-MMS and Email-to-SMS, delivering push email and synchronisation 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 Canada, the USA, Hong Kong, Spain, and Dubai. Synchronica plc is a public company which is traded on the AIM list of the London Stock Exchange (SYNC.L), and the Venture Exchange of the Toronto Stock Exchange (SYN.V). For further information, please visit www.synchronica.com

Cautionary Statements
The foregoing information may contain forward-looking statements relating to the future performance of Synchronica plc. Forward-looking statements, specifically those concerning future performance or results, are subject to certain risks and uncertainties, and actual results may differ materially from Synchronica's plans and expectations. These plans, expectations, risks and uncertainties are detailed herein and from time to time in the public filings and announcements made by Synchronica, including those made with AIM, a market of the London Stock Exchange, with the TSX Venture Exchange or with securities regulators.  Synchronica does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.

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.   No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE Synchronica plc

For further information:

Synchronica plc Carsten Brinkschulte, CEO +44 (0) 7977 256 406
www.synchronica.com Angus Dent, CFO +44 (0) 7977 256 347
  Nicole Meissner, COO +44 (0) 7977 256 412
TMX | Equicom Craig MacPhail 416 815 0700, ext. 290
    cmacphail@equicomgroup.com

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