SYNCHRONOSS TECHNOLOGIES INC: M&A transaction — Synchronoss sells Messaging & NetworkX to Lumine Group for up to $41.8M, becomes pure-play cloud company

SYNCHRONOSS TECHNOLOGIES INC

Total consideration up to $41.8M; initial cash payment of $31.3M, plus escrow of $7.2M and earnout up to $3M on FY2023 revenue.
$10M of proceeds to redeem Series B Preferred Stock, improving capital structure.
Go-forward cloud business targets gross margins >70% and adjusted EBITDA margins >25% by end of FY2024.
Pro forma revenue for H1 2023 would be $83.0M, down from $117.4M as reported, reflecting divested businesses.
Transaction closes Oct 31, 2023; company sharpens focus as cloud-only; Lumine Group integrates businesses.

item 1.01 item 2.01 item 3.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

SYNCHRONOSS TECHNOLOGIES INC completed a disposition involving Lumine Group Software Solutions (Ireland) Limited for up to $41,800,000 (closed 2023-10-31).

Action: disposition
Counterparty: Lumine Group Software Solutions (Ireland) Limited
Consideration: up to $41,800,000
Closing: 2023-10-31

Exact text from the filing

On October 31, 2023 (the “Closing Date”), Synchronoss Technologies, Inc. (“Synchronoss” or the “Company”) and certain of its affiliated entities (such entities, together with the Company, the “Company Group”) entered into an Asset Purchase Agreement (the “Agreement”) with Lumine Group Software Solutions (Ireland) Limited, a private limited company incorporated under the laws of Ireland, Lumine Group UK Holdco Ltd, Incognito Software Systems Inc., Lumine Group US Holdco, Inc., Lumine Group Australia Holdco Pty Ltd, Openwave Messaging (Ireland) Limited, Razersight Software Solutions Ireland Limited, Spatial Software Solutions Ireland Limited, Razorsight Software Solutions US Inc., and Openwave Messaging US Inc. (such entities, the “Buyer”), pursuant to which the Company Group sold its Messaging and NetworkX businesses (the “Messaging and Digital Businesses”) to Buyer (the “Transaction”) for a total purchase price of up to $41,800,000 (the “Purchase Price”), and Buyer assumed certain liab

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SYNCHRONOSS TECHNOLOGIES INC entered into Agreement with Lumine Group Software Solutions (Ireland) Limited, Lumine Group UK Holdco Ltd, Incognito Software Systems Inc., Lumine Group US Holdco, Inc., Lumine Group Australia Holdco Pty Ltd, Openwave Messaging (Ireland) Limited, Razersight Software Solutions Ireland Limited, Spatial Software Solutions Ireland valued at up to $41,800,000 (effective 2023-10-31).

Action: entry
Agreement: asset purchase
Counterparty: Lumine Group Software Solutions (Ireland) Limited, Lumine Group UK Holdco Ltd, Incognito Software Systems Inc., Lumine Group US Holdco, Inc., Lumine Group Australia Holdco Pty Ltd, Openwave Messaging (Ireland) Limited, Razersight Software Solutions Ireland Limited, Spatial Software Solutions Ireland
Value: up to $41,800,000
Effective: 2023-10-31

Exact text from the filing

On October 31, 2023 (the “Closing Date”), Synchronoss Technologies, Inc. (“Synchronoss” or the “Company”) and certain of its affiliated entities (such entities, together with the Company, the “Company Group”) entered into an Asset Purchase Agreement (the “Agreement”) with Lumine Group Software Solutions (Ireland) Limited, a private limited company incorporated under the laws of Ireland, Lumine Group UK Holdco Ltd, Incognito Software Systems Inc., Lumine Group US Holdco, Inc., Lumine Group Australia Holdco Pty Ltd, Openwave Messaging (Ireland) Limited, Razersight Software Solutions Ireland Limited, Spatial Software Solutions Ireland Limited, Razorsight Software Solutions US Inc., and Openwave Messaging US Inc. (such entities, the “Buyer”), pursuant to which the Company Group sold its Messaging and NetworkX businesses (the “Messaging and Digital Businesses”) to Buyer (the “Transaction”) for a total purchase price of up to $41,800,000 (the “Purchase Price”), and Buyer assumed certain liab

View on SEC.gov

Browse all m&a transactions →

Source: SEC EDGAR

accession 0001131554-23-000075

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.