Vringo Announces Signing of Letter of Intent to Acquire m-Wise, Inc.
GlobeNewswire “Press Releases”
NEW YORK , March 8, 2011 (GLOBE NEWSWIRE) — Vringo, Inc. (NYSE Amex:VRNG), a provider of video ringtones and personalization solutions for mobile devices, today announced that it has signed a non-binding Letter of Intent (“LOI”) to acquire substantially all of the assets of m-Wise, Inc. (OTCBB:MWIS).
m-Wise provides a platform used by leading content owners and service providers to manage, deliver and monetize mobile entertainment, content and applications. The m-Wise mobile software as a service (SaaS) platform is used to power over three million daily mobile service transactions world-wide, and m-Wise has performed over one billion mobile transactions in the aggregate since it was founded in March 2000 .
m-Wise’s platform has been utilized in over 300 applications across more than 50 mobile networks by more than 50 international content and media providers. m-Wise’s current customers include leading companies such as Jesta Digital, Thumbplay, Universal Music Group , Digicel and Snackable Media. These m-Wise -enabled applications for content and media partners include content delivery services, ringtones, music, video, games, information services, alerts and advertising and promotions, all of which were developed and delivered from the cloud on a hosted basis.
For the nine months ending September 30, 2010 , m-Wise reported sales of $2.1 million , gross profit of $1.2 million and a net loss (including non-cash, stock-based expenses and options accounting) of $0.8 million . Vringo anticipates cost savings and operational synergies from combining m-Wise’s business with Vringo’s core business. As a result, Vringo believes that the m-Wise acquisition will be cash flow accretive with the potential to reduce Vringo’s overall burn rate in the first full year of combined operations.
Under the terms of the LOI, Vringo will issue m-Wise 1.9 million shares of its common stock, provide m-Wise’s management with a retention package comprised of options to purchase 500,000 shares of common stock, and assume and pay over a two year period certain of m-Wise’s expenses and related costs in the amount of $615,000 . Vringo will also issue a five-year promissory note for $320,000 convertible into 200,000 shares of its common stock for certain services provided in connection with the transaction.