Multiplied Media Corporation (the "Company") (TSX:V MMC), a Calgary-based provider of mobile local search services, today announced that it has entered into a letter of intent with UnoMobi Inc. and Reward Phone International Inc. for the acquisition of the UnoMobi Group ("UnoMobi").
About UnoMobi
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UnoMobi brings with it two distinct offerings: first, a patent portfolio including two patents having priority to 1999 concerning pushing of commercial offers to users of GPS-equipped portable wireless devices who provided limited profile data; 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.
The push email 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.
The acquisition adds current UnoMobi directors to Multiplied's team, including veteran media executive Jeff Sagansky and Marvin Igelman as Chief Strategy Officer.
"The acquisition of UnoMobi and its patent portfolio provides important protection and creates additional business opportunities for Multiplied," said Andrew Osis, CEO, Multiplied Media. "The combined entity provides for greater distribution of the Poynt application to the vast cell phone market, as well as an enhanced offering for both consumers and businesses alike."
"We have always believed in the value of the patent portfolio and the acquisition by Multiplied provides a vehicle to commercialize the technology," said Jeff Sagansky, Chairman, UnoMobi Inc. "Our combined efforts offer businesses the Holy Grail of advertising - the ability to communicate directly with a consumer who has requested information about a product or service, while the consumer is on the go and in a position to make a purchase."
About the Acquisition
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Under the letter of intent, it is proposed that the ownership of the UnoMobi Group will be reorganized following which Multiplied will acquire, directly or indirectly, all of the outstanding common shares of Reward Phone (as the holding corporation of the UnoMobi Group) in an all-equity transaction by way of an exempt take-over bid. The purchase price for the acquisition will be satisfied by Multiplied issuing to the shareholders of Reward Phone, as at the time of closing of the acquisition, 95,000,000 common shares of Multiplied.
The letter of intent is non-binding, including in respect of the transaction terms, except for obligations relating to a period of exclusive dealing, confidentiality and other non-material matters. If a definitive agreement is reached (including the entering into of lock-up agreements with the requisite number of securityholders of UnoMobi), the parties expect to complete the acquisition in the third quarter subject to the receipt of all necessary regulatory and other approvals and satisfaction of all other customary closing conditions.
(Multiplied cautions that no definitive agreement has been entered into and accordingly no assurance can be given that the process contemplated by the letter of intent will lead to a definitive agreement relating to the acquisition of UnoMobi on the terms contemplated by the letter of intent or otherwise or any other transaction. Multiplied does not intend to make any further announcements or communications regarding this potential transaction until either a definitive agreement has been reached or discussions are terminated without such an agreement being reached.)
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 TSX Venture Exchange under the symbol MMC.
About the UnoMobi Group
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The UnoMobi Group consists of Reward Phone International Inc. (a privately held Ontario corporation), UnoMobi, Inc. (a privately held Delaware corporation) and Innovation LLC (a privately held Delaware corporation and wholly-owned subsidiary of UnoMobi, Inc.). Reward Phone and UnoMobi are owned by common shareholders. UnoMobi is a mobile software development company focused on delivering innovative mobile messaging services to mobile operators. UnoMobi has a unique approach for addressing the mobile services ad-supported business opportunity that is non-intrusive and based on core IP.
Forward-looking statements
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This news release contains forward-looking statements relating to the proposed acquisition of the UnoMobi Group 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, 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), the proposed terms of the acquisition, the entering into of a definitive agreement and associated lock-up agreements, projected timing of closing the acquisition and the receipt of all necessary approvals and satisfaction of all other customary closing conditions in connection with the acquisition. 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, market interest in the combined technology, there being no requirement to obtain approval of the Company's shareholders for the acquisition, and the timing of obtaining required approvals and satisfying closing conditions. 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 risk that closing of the acquisition could be delayed if the Company is not able to obtain the necessary approvals on the timelines it has planned; the risk that the acquisition will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied; 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; our ability to hire and retain qualified employees and key management personnel; 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 acquisition of the UnoMobi Group.