The fund raising was a major plank of its defence strategy against a takeover bid from Swiss rival Myriad and Synchronica said its board is now considering its previous advice to reject the offer.

Directors will meet with Myriad today, with the Intertainment decision to be a “key consideration for the Board in deciding upon what advice to provide to shareholders,” a statement said.

Synchronica bought Nokia’s operator branded messaging business in July of last year.

According to Synchronica, the agreement contained a clause that provided for any additional funds from any equity or debt financing above a threshold of US$5m to be used to pay off the outstanding deferred consideration.

 “Whilst Nokia did not say that it categorically intended to apply this clause, the Synchronica Board believe that it would not be able to take such a risk on behalf of shareholders,” its statement said.

It wanted Intertainment Media's first investment of C$1 million to be used for additional working capital and to integrate the Ortsbo language technology with Synchronica’s Mobile Gateway. 

Myriad said yesterday that fund manager Fidelity had agreed irrevocably to accept the offer in respect of its 9.04 per cent holding.

It added that its offer of 4.67 New Myriad Shares for every 100 Synchronica valued the UK firm at 14.6 pence per share and in total at approximately £23.2 million.

Mobile Messaging specialist Synchronica (LON:SYNC, CVE:SYN) has launched its Rich Communication Service (RCS) at industry trade fair, the Mobile World Congress.

The 'pay as you grow' solution is aimed at mobile operators that want to include items such as instant messaging video sharing and other multi-media without the normal heavy set-up costs of implementing it themselves.

The launch came as Myriad, which has bid for Synchronica, claimed it had persuaded the mobile messaging group’s largest shareholder to back its all-paper offer.

Myriad said fund manager Fidelity had agreed irrevocably to accept the offer in respect of its 9.04 per cent holding.

Synchronica’s board has consistently rejected Myriad’s approaches saying that its offer undervalues the company and there was a currency risk for UK shareholders in holding shares listed solely on the SIX Swiss Exchange. 

Myriad said today that its offer of 4.67 New Myriad Shares for every 100 Synchronica now values each at 14.6 pence per share and the company in total at approximately £23.2 million.

The RCS launch is the latest in a series of new products unveiled by Synchronica at the industry event.

Yesterday it launched its UChat social networking service. UChat is the group’s first geo-socialisation product.

Geo socialization lets mobile users connect, interact and coordinate with their immediate surroundings - people, places and events - while on the move.

Prior to that Synchronica launched its Unity cross-platform messaging service on Monday. Unity is the newest version of the messaging software, which was previously called Mobile Gateway.

Its uChat facility, unveiled at the World Mobile Congress in Barcelona today, is the company’s first ‘geo socialization’ product.

Geo socialization lets mobile users connect, interact and coordinate with their immediate surroundings - people, places and events - while on the move.

It is cited by industry analysts Frost & Sullivan as "the next trend in social networking" in its Top 20 Mega Trends report. 

Chief technical officer Kim Hartlev said: "By adding geo socialization functionality into our Unity range of advanced messaging solutions we are giving mobile operators and device manufacturers the opportunity to offer subscribers a new and compelling social networking experience on the move. 

“This not only helps to combat the threat from emerging OTT [over the top service] players such as WhatsApp but also helps to reduce churn and increase ARPU.  

“We have a range of Geo Socialization solutions in the works, and are already seeing interest from customers throughout the world for these types of services."

In a separate announcement this morning Synchronica repeated its assertion that rival Myriad Group’s rejected 13 pence a share takeover bid was “opportunistic” and undervalued the group.

However, it admitted it was “not appropriate” to describe November’s indicative offer letter from Myriad as a “vague approach”.

Synchronica also said the board “unanimously believes” that the purchase of £49,000-worth of shares on November 30 last year by chief executive Angus Dent was “permissible” following a review with its advisors.

---Adds broker comments and share price----

Mobile messaging specialist Synchronica (LON:SYNC, CVE:SYN) has now launched Unity, its cross-platform unified messaging service that allows users to see and send all types of messages from a single view.

Officially unveiled at the Mobile World Congress in Barcelona which starts today, and previously known as Synchronica Mobile Gateway, Unity works on all mobile phones, but also adds new innovations designed to make feature phones smart and Smartphones smarter, according to Synchronica.  

As at 3.20pm, Synchronica shares were up 11.76 per cent, to change hands at 14.25 pence.

It has also successfully integrated Unity with Intertainment Media's (CVE:INT, OTCQX: ITMFT) Ortsbo experiential language technology, enabling the platform to provide its users with seamless and real-time translation between currently 53 languages.

The integration was completed less than 3 weeks since Synchronica and the Toronto based technology incubator announced a joint venture and an up to C$10 million investment in Synchronica.

Powered by Ortsbo, users of Unity simply initiate a chat and then choose their preferred Ortsbo-supported language. Messages which are sent and received as part of the chat are then instantly and seamlessly translated without requiring any further user intervention.

The service is currently available to Unity's Android OS users, and will be extended to other device platforms in the future. It supports a wide range of commercial Instant Messaging services such as Yahoo! and Facebook Chat. 

Synchronica and Ortsbo will further develop each other's products, share research and development efforts, enlarge each other's business development activities and drive revenue and profitability from new projects, the company said.

Chief technical officer Kim Hartlev said: “Unified messaging simplifies the entire communications experience. Having to launch separate applications to send and receive messages is increasingly inconvenient and inefficient as users often have multiple identities and regularly message across several different platforms.  

“With Unity, Synchronica is redefining the future of mobile messaging with a compelling platform that enables users to access and send any message - text, email, IM, social - from a single place,” he added.

Broker Northland said in a note today: "By bringing together the different messaging types into a single view, Mobile Network Operators should be able differentiate themselves from so-called Over the Top (OTT) players such as WhatsApp that are impacting SMS and voice usage and revenues."

The two companies will work on the development sales and marketing of a Rich Communication Suite (RCS) product that will unify voice, status, instant messaging/texting, buddy lists, media sharing, conferencing and video chat into one service on a mobile handset without third-party software and downloads.

Under the collaboration agreement, NewPace will supply the technology and Synchronica will handle the marketing and sales of the products.

The two companies have already been working together since last year following the acquisition by Synchronica of Neustar NGM, which used technical support supplied by Newpace.

Simon Taylor, EVP Sales and Business Development at Synchronica said that with the deal with NewPace, the company  has found “a cost-efficient way to be amongst the first to offer this ground-breaking product that is set to change the way in which we use our mobile phones".

The collaboration is based on a revenue sharing arrangement with both companies responsible for their own costs. 

Synchronica will also have exclusive rights to a selection of mobile operators and NewPace will retain the intellectual property developed except in some circumstances.

Synchronica, which is under takeover threat from Swiss rival Myriad, said it would demonstrate its RCS offering at the Mobile World Congress trade fair.

It expects it to appeal to mobile operators that want to use the technology but are put off by the prospect of having to make significant changes to their core network, added chief technical officer Kim Hartlev.

NewPace is a privately held professional software engineering company based in Halifax, Canada.

Myriad made the statement after yesterday’s continued rejection of its all share offer by Synchronica’s board, which stated that it undervalued the mobile group.

The Swiss firm’s all-paper bid is worth about 13p per share and worth in total £20.6 million.

It has also claimed that Synchronica will struggle to pay to Nokia the US21 million deferred part of last year’s acquisition of the Finnish giant’s operator branded messaging business.

The UK firm said it would pay he first instalment on the deferred consideration this month as planned, but Myriad today also asked for confirmation that the cash sum due to Nokia was paid by its due date of 9 February. 

It added it still believed that a merger would give Synchronica shareholders a larger established base of installed products, a global spread of revenues, a stronger balance sheet.

Last week, Synchronica negotiated a cash injection of £6.3 million from new Canadian partner Intertainment Media, subject to shareholder approval.

That deal will see the Canadian group take shares and warrants at a minimum price of 16p per share. 

Myriad will post its offer document by 28 February, it said.

- adds broker comment

Shares in mobile messaging group Synchronica (LON:SYNC) slipped back as Swiss rival Myriad unveiled an all share takeover bid.

Synchronica fell 1.67p to 10.58p as Myriad confirmed there would be no cash element in the deal. 

The Swiss firm’s all-paper bid is worth 13p per share, valuing Synchronica at about £20.6 million.

A merger would have good strategic rationale, house broker Northland suggested today but the board of the mobile messaging firm advised shareholders to take no action.

Northland said a merger would provide a broader product platform, complementary operations and a number of customers in common. 

Myriad’s stronger balance sheet (pro forma net cash of c.$25m) would also help Synchronica exploit the sales opportunity, the broker said.

Northland added Synchronica is also much less reliant on large licence sales now that there is a build-up in recurring revenue coupled with the recent cost reduction programme. It also has a supportive customer/shareholder in Nokia. 

Myriad wants the offer recommended by the directors, but the UK firm said it had been unable to reach agreement with Myriad.

Two weeks ago the firm issued a bullish trading update stating it expected latest full-year revenues to be marginally ahead of market expectations.

Myriad said a merger would give Synchronica shareholders an investment in a company with a larger established base of installed products and a global spread of revenues.

It added that Synchronica had an obligation to pay deferred acquisition consideration to Nokia of approximately US$20.2 million before 31 December 2015 and does not believe in its current financial position and with its future prospects, Synchronica will be able to repay the Nokia debt.

Simon Wilkinson, Myriad’s chief executive said:  "We view our all share offer as attractive to the shareholders of Synchronica.” 

“It represents a significant premium to Synchronica's volume-weighted average share price in November and December 2011 and a compelling value proposition, affording Synchronica shareholders continued participation in a combinedbusiness that we consider will be a leader in mobile software technology, with an enhanced product portfolio and cross-selling opportunities.” 

The Swiss firm has made an all-share bid worth 13p per share, valuing Synchronica at about £20.6 million.

Myriad added that it will continue discussions with Synchronica’s board to try and get the offer recommended by the directors.

Previously, Synchronica’s board had rebuffed the approach and two weeks ago the firm issued a bullish trading update stating it expected latest full-year revenues to be marginally ahead of market expectations.

Myriad said a merger would give Synchronica shareholders an investment in a company with a larger established base of installed products, a global spread of revenues and a stronger balance sheet.

It added that Synchronica had an obligation to pay deferred acquisition consideration to Nokia of approximately US$20.2 million before 31 December 2015 and does not believe in its current financial position and with its future prospects, Synchronica will be able to repay the Nokia debt.

Simon Wilkinson, Myriad’s chief executive said:  "We view our all share offer as attractive to the shareholders of Synchronica.” 

“It represents a significant premium to Synchronica's volume-weighted average share price in November and December 2011 and a compelling value proposition, affording Synchronica shareholders continued participation in a combined business that we consider will be a leader in mobile software technology, with an enhanced product portfolio and cross-selling opportunities.” 

The order covers initial professional services and a perpetual user licence for the first 1 million handsets. Synchronica anticipates delivery to the customer by the end of April.

Simon Taylor, business development executive at Synchronica, said: “We're thrilled to have successfully built this relationship with a leading Chinese manufacturer." 

 "The size of this initial order illustrates the customer's eagerness in using Synchronica-powered messaging as a way of differentiating their products." 

Chief executive Angus Dent added that it was the group’s first order since it added enhanced messaging software to its toolkit for handsets based around semiconductors made by MediaTek.

“"This is a complete set of technical and commercial resources which enable MediaTek device manufacturers to effortlessly integrate push email, IM and social networking onto their low-cost handsets,”.

He said the group expects to announce further MediaTek –based contracts throughout the coming year.

Synchronica recently rebuffed a takeover approach from Swiss group Myriad and on Monday said it had been profitable at the EBITDA level in the last two months of last year.

That followed an announcement last week that full-year 2011 revenues would be marginally ahead of market expectations at around US$23 million.

Shares have nearly doubled in the past two weeks to 13.78 pence.