Sync to Issue More Shares to Osicom in Revised Merger Deal

Sync Research Inc. and Osicom Technologies Inc. have revised a merger agreement that would give Santa Monica-based Osicom a majority stake in Sync, the Irvine maker of computer networking gear said Friday.

The original agreement called for Sync and an Osicom subsidiary to merge, with Sync and Osicom shareholders each owning 50% of the combined company.

Under the revised arrangement, Sync would issue more common shares to Osicom after the merger. Sync would own all of the outstanding shares of the combined company, to be called Entrada Networks, according to a regulatory report. But Osicom, an optical networking firm, would own 56% to 64% of Sync’s common shares.

Sync expects to record $800,000 in direct transaction costs from the merger, according to the registration statement filed with the Securities and Exchange Commission. Sync said the merger with Osicom’s Networks Access subsidiary is subject to shareholder approval.

The revised arrangement was announced after U.S. markets closed. Sync’s stock was off 25 cents to $2.88 a share, while Osicom’s shares rose $7.50 to $54.75. Both stocks trade on the Nasdaq market.