Synchronica, the Aim listed provider of mobile messaging services, has agreed to pay $25m for a similar US business owned by Nokia.
The deal counts as a reverse takeover so the company’s shares have been suspended at 17.25p. Nokia’s operator branding messaging business – which came to the company as part of a Canadian purchase – provides white label mobile email and instant messaging services to operators in North America such as ATT, Verizon and Sprint, and has 6m active users. It gives Synchronica a significant presence in the US market for the first time.
The company is paying Nokia $4m in cash on completion and the rest in instalments depending on revenues received, but by the end of 2015 at the latest. Nokia will also be issued 18.3m warrants in Synchronica.
To fund the deal and provide working capital, Synchronica intends to raise $15m through a placing at 16p a share, which amounts with the warrants to nearly 38% of the enlarged equity. Synchronica chief executive Carsten Brinkschulte said:
Commercially, and strategically this is the most significant step forward for Synchronica, transforming the company and positioning it to build greater value for our shareholders. The strong market presence of Nokia’s Operator Branded Messaging Business is an ideal combination with Synchronica’s emerging market leadership, and we are now determined to build a global leader in mobile messaging. We are acquiring a highly complementary business, including key technology, substantial financing, and strong know-how which will at a stroke transform Synchronica’s scale, profitability and geographic scope.
In a buy note with a 53p price target, analys David Johnson at Northland Capital Partners, said:
Many transactions are described as transformational and this, assuming it goes through at the general meeting, certainly fits the bill. Synchronica gains a sizeable foothold in the North American market, massively expands its number of active subscribers, substantially increases its North American operations and accelerates its shift towards higher visibility recurring revenues. Nokia also becomes a key partner (and potentially a significant shareholder).