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Multiplied Media announces signing of definitive agreement for acquisition of UnoMobi Inc.

Feb 05, 2010 (04:02 PM EST)
URL: http://www.techweb.com/show-press-release/X789306/multiplied-media-announces-signing-of-definitive-agreement-for-acquisition-of-unomobi-inc.html

CALGARY and TORONTO, Feb. 5 /PRNewswire-FirstCall/ - Multiplied Media Corporation (the "Company" or "Multiplied") (TSX:V MMC), a leading, Calgary-based provider of mobile local search services, is pleased to announce that further to its news releases dated June 1, 2009 and June 4, 2009, a definitive agreement (the "Agreement") has been signed to complete the acquisition (the "Transaction") of UnoMobi Inc. ("UnoMobi"), a Delaware corporation, together with its wholly owned subsidiary Innovation Fund III LLC (collectively, the "UnoMobi Group").

Under the Transaction, Multiplied will acquire all of the outstanding common shares of UnoMobi from the holders thereof for the purchase price of $6.175 million, being satisfied through the issuance of 95,000,000 shares of Multiplied ("Multiplied Share") at the deemed price of $0.065 per Multiplied Share. The Transaction is being carried out by way of statutory merger of UnoMobi with a newly formed wholly owned subsidiary of Multiplied. Concurrent with closing of the Transaction, Marvin Igelman, Chief Executive Officer of UnoMobi, will be appointed as Chief Strategy Officer for Multiplied and to the board of directors of the Company.

The Transaction is an arm's length transaction and has been conditionally approved by the TSX Venture Exchange ("TSXV"). The Transaction is expected to close shortly after satisfaction of all outstanding conditions under the Agreement, which closing date is expected to be on or about February 11, 2010. Conditions to closing of the Transaction include: (i) approval of the holders of common shares of UnoMobi which shareholder approval is being secured by way of written unanimous resolution and is expected to be secured in the next four business days; (ii) receipt of all necessary regulatory and TSXV approvals; (iii) the confirmation of the representations and warranties of each party to the Agreement; (iv) the absence of any material adverse effect on the financial and operational condition or the assets of each of the parties; (v) the delivery of standard completion documentation; and (vi) other conditions precedent customary for a transaction such as the Transaction.

Concurrent with closing of the Transaction, Multiplied Media will issue warrants to purchase 5,000,000 Multiplied Media Shares at an exercise price of $0.20 per Multiplied Media to an arm's-length third party advisor and its associated entities as a finder's fee. The warrants will be exercisable for a period of five years and will be non-transferable. If the Transaction is not completed, then the warrants will not be issued.

"The combination of our two companies strengthens the position of Poynt in the mobile local search space by providing the ability to distribute a non-smartphone version of Poynt to the vast cell phone market as well as provide value-added offerings directly to the mobile user," said Andrew Osis, Chief Executive Officer, Multiplied Media. "We are very pleased to welcome UnoMobi into the Multiplied family."

"We are excited to integrate our technology into the Poynt mobile local search application," said Mr. Igelman "We expect that our combined development strength and mutual focus on the mobile space will create even more opportunities for our customers."

UnoMobi brings with it two distinct offerings: first, a patent portfolio including two patents concerning pushing of commercial offers to users of GPS-equipped portable wireless devices and second, an Email-to-SMS patent-pending technology that provides push email service to basic mobile phones.

Integration of technology covered by UnoMobi's patent portfolio into the Company's technology will provide greater value to Poynt users who wish to receive location- and profile-centric offers. For example, a user who has searched for and found 'Restaurant X' may be presented with an option to be notified when Restaurant X has an offer available and the business is within a specified location radius. The UnoMobi technology may be used for sending coupons, offers, or other transaction-based messages to mobile users based on their profiles. The mobile user can be connected with a mobile device such as an in-car navigation system, smartphone or netbook.

UnoMobi's Email-to-SMS application provides push email services to basic mobile handsets, through telco-grade software that can handle rich media and make it available for low-bandwidth, low-capability devices. The clientless service provides users with full email functionality to compose, reply and forward as well as real-time access to attachments including images, documents, audio and video. The application is supported on any standard POP/IMAP email system. The technology also provides the ability to handle rich media such as ads, coupons and video trailers with very low bandwidth on any device.

The Email-to-SMS application works with existing carrier infrastructure and is commencing technical trials with several major carriers around the world.

UnoMobi's technology will enable distribution of the Poynt application to basic mobile phones, increasing user counts and associated revenues, while the UnoMobi patent portfolio provides greater revenue opportunities from businesses wishing to take advantage of communicating directly with consumers who have indicated a predisposition for products or services of that business.

Integration of the UnoMobi staff and assets is expected to be complete within a few weeks of closing of the Transaction.

    About Multiplied Media Corporation
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Multiplied Media (www.multiplied.com) has developed the award-winning application Poynt (www.mypoynt.com), the mobile local search service available over BlackBerry smartphones. Through agreements with directory and vertical content providers in Canada, the United States and Europe, Poynt simplifies finding and connecting with businesses, retailers and events wherever and whenever it is most convenient for the consumer. Headquartered in Calgary, AB, Canada, Multiplied Media trades on the TSXV under the symbol MMC.

    Forward-looking statements
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This news release and related disclosure contains forward-looking statements relating to the Transaction and other statements that are not historical facts, including statements regarding potential benefits of the acquisition (such as the integration of technology covered by UnoMobi's patent portfolio into the Company's technology, including timing of integration, the anticipated uses of such combined technology, the anticipated increases in the distribution of the Poynt application, user counts and associated revenues and greater revenue opportunities associated with the acquisition of the UnoMobi patent portfolio), timing of completion of the Transaction, conditions precedent to completion of the Transaction and receipt of all regulatory approvals. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicated in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements.

These forward-looking statements are based on certain key assumptions regarding, among other things: the ability of the Company to integrate the technology covered by UnoMobi's patent portfolio into the Company's technology, receipt of all regulatory approvals, including approval of the TSXV, ability of each of the parties to the Agreement to satisfy the conditions precedent and market interest in the combined technology. Material risk factors that could cause actual results to differ materially from the forward-looking information include, but are not limited to: risks that the anticipated benefits of the acquisition will not be achieved; risks that the technology cannot be combined as anticipated or that the combined technology will function as expected, risks that the usage of the combined technology will not result in anticipated revenues; risks that the integration will take longer, cost more or result in more management distraction than anticipated; risks that future resale of the shares issued in the acquisition will have an adverse impact on the trading price of the Company's common shares; the deteriorating economic and market conditions that could lead to reduced spending on information technology products; competition in our target markets; potential capital needs; management of future growth and expansion; the development, implementation and execution of the Company's strategic vision; risk of third-party claims of infringement; protection of proprietary information; customer acceptance of the Company's existing and newly introduced products and fee structures; and the success of the Company's brand development efforts; risks associated with strategic alliances; reliance on distribution channels; product concentration; need to develop new and enhanced products; potential product defects; the ability to hire and retain qualified employees and key management personnel; failure to obtain all required regulatory approvals; failure to meet all conditions required to complete the Transaction; and risks associated with changes in domestic and international market conditions and the entry into and development of new for the Company's products.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on expectations of, or statements made by, third parties in respect of the proposed Transaction.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Multiplied Media Corporation