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Message: A possible explanation for the halt....

Friday, February 24, 2012

The Longest Day: Intertainment remains halted into the weekend.

Prior to market open today Intertainment Media stock was halted for trading "pending news from the company". After market close trading in the stock remains halted and there has been no news release. Hmm.....is surely the word of the day.
There has, however, been a news release today coming from the Myriad Group. The Myriad news release was issued as a response to The Times (UK) article, Synchronica Mobile Chief Purchased Shares After Swiss Takeover Approach, on possible insider trading by Synchronica CEO. In which the authors, Nic Fildes and Gary Parkinson reported the following.
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 £490,000 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.
Later today The Myriad Group news release commented on the article, in which they noted the following.
Myriad continued with its discussions with the board of Synchronica from 18 November 2011 up to and beyond the announcement of 3 January 2012 which detailed that Myriad and Synchronica were “in talks”.
Myriad asks the independent directors of Synchronica (being those not involved with conducting or authorising the share purchase) to consider:
i) whether there has been a breach of fiduciary duties by those directors involved; and
ii) whether those directors should resign with immediate effect.
Myriad also questions what information the company’s Nomad, Northland Capital Partners, received to approve this share purchase and as to why it was not viewed as insider trading.
It would appear that Myriad's understanding regarding the status of the negotiations between Myriad and Synchronica is that the two companies were in talks during a share purchasing of Synchronica shares by Angus Dent. On the other hand Angus Dent presents the understanding of any takeover talks being terminated when the trade was made.
Intertainment Media and Synchronica did sign a letter of intent pertaining to a potential $10 Million investment in Synchronica by Intertainment, which would see Intertainment hold and 18% ownership of the UK company.
As both Intertainment and Synchronica are both listed on the TSX Venture exchange and due to the time difference between the UK and Toronto, it may be the case that Intertainment had asked for a halt regarding Intertainment stock as a defensive move to pre-empt any association or negative overflow regarding any developments with Synchronica.

While there is anticipation of an official announcement regarding the highly anticipated Ortsbo spin out, it may be worth considering alternative hypotheses while waiting for a news release from Intertainment likely to come out before the next trading session. A newer theory being tossed about on the UK message borads is that Intertainment could be making a bid for Synchronica.
In an earlier posting on this blog it was noted, chatter on the UK investor BBs puts forward a theory that in order to accomplish this goal Myriad may need Synchronica rather than vise versa. Partly due to Synchronica having a healthy balance sheet, growing market foothold and the recently announced Letter of Intent with Intertainment Media. Nonetheless, speculation of an attempted hostile takeover is in the air. Should this be the case it may impede Intertainment investment in Synchronica.

Support for the theory that Myriad may be initiating a hostile take over for Synchronica can be found in a recent analyst report of Myriad, which reveals that the company is in a state of transition, is in need further revenue/growth streams to facilitate this transition, and has money to spend. The Myriad analyst report (European Equity Research) puts forward a hold recommendation for the company's stock noting the following.
We are initiating coverage of the Myriad Group, an under-researched small-cap technology company with formidable intellectual property in embedded software technology. Myriad is in transition towards a broader software licensing and revenue-share model targeted at smartphones and other mobile/social connected devices. Its Xumii platform is the key.
Longer-term earnings power. We believe Xumii has the potential to generate US$50mn+ of annual revenues and an EBITDA margin above 30%, transforming the earnings power of the group.
Some pain first. Given the impact of Xumii development costs and the decline in its mobile devices business, we expect to see group EBITDA losses until 2H12E. We are more confident in the eventual shape, rather than the precise timing, of the Xumii growth curve. A further 0.5% penetration would add US$3mn and US$5mn to 2012E and 2013E EBITDA, respectively.
Strong balance sheet. We consider that pro forma net cash of US$25mn at 1H11 and a valuable portfolio of intellectual property place Myriad in a good position to weather the transitional phase. Over US$200mn of tax loss carryforwards are available until at least 2017.
Initiating with a Hold. As we expect EBITDA losses until 2H12E, we initiate coverage with a Hold but believe Myriad has the resources to successfully negotiate its transition due to its strong balance sheet and proven ability to monetise its broad IP portfolio.
On the other hand Synchronica is seeing positive growth and realizing a period of expansion and increasing contracts, partnerships and healthy balance sheet.
Something to consider in regard to the emerging situation between Synchronica and Myriad is that Synchronica CEO, Angus Dent, happens to be the chairman of the AIM Rules Compliance Committee. AIM is the UK equivalent to the TSX Venture exchange.
Should it be that Intertainment has asked for a halt due to any concerns regarding Synchronica developments, it is a prudent step by management to create distance between the company and any controversy. In such a case a Intertainment NR would follow and be in response to any coming from Synchronica. A move that would have the potential to realize increased confidence in Intertainment Media management.
It should go without saying that a news release of any other nature is likely to be of significance and positive in nature.
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