NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
ROYAL TUNBRIDGE WELLS, UK, Jan. 31, 2012 /CNW/ - Synchronica plc ("Synchronica" or "the Company") On 3 January 2012, the Board of Synchronica (AIM: SYNC) (TSX Venture: SYN) (the "Board") announced that it had received an approach from Myriad regarding a possible offer for the Company. The Boards of Synchronica and Myriad have since been in discussions to determine if the terms of such an offer could be agreed. As at the date of this announcement, the Board has been unable to reach agreement with Myriad.
The Board, and its financial adviser, BDO Corporate Finance, note the firm offer announced today by Myriad, for the entire issued and to be issued share capital of the Company. Shareholders are advised to take no action in respect of the offer. A further announcement, by the Board, will be made in due course.
A copy of this announcement will be made available on the Company's website at www.synchronica.com as soon as possible.
BDO Corporate Finance, a division of BDO LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Synchronica, as financial adviser in relation to this announcement, and is not acting for or advising any other person and accordingly will not be responsible to any other person other than Synchronica for providing the protections afforded to the clients of BDO LLP or for providing advice in relation to this announcement, or any other matter referred to herein.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested in 1% 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. 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 pm (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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
For further information:
| Synchronica plc
+44 (0) 1892 552 720
|Chief Executive Officer||Angus Dent|
| BDO Corporate Finance
+44 (0) 121 352 6200
| Financial Adviser to
| John Stephan
| Northland Capital Partners
+44 (0) 207 796 8800
| Nominated Advisor
| Shane Gallwey
| Walbrook PR Ltd
+44 (0) 20 7933 8780
| Media and Analyst
| Paul McManus
| TMX Equicom
+1 416 815 0700 Ext 290
| Media and Analyst
Enquiries, North America
| Craig MacPhail