AOL Announces Close of $1.056 Billion Patent Transaction with Microsoft
June 15 2012 - 03:01PM
Business Wire
AOL, Inc. (NYSE: AOL), today announced that it has
completed the previously announced $1.056 billion patent
transaction with Microsoft Corporation (NASDAQ: MSFT)
(“Microsoft”). The transaction includes the sale of over 800
patents and their related patent applications, and grants Microsoft
a non-exclusive license to its retained patent portfolio for
aggregate proceeds of $1.056 billion in cash.
“The closing of this transaction represents another major step
for AOL in increasing value for our shareholders,” said Tim
Armstrong, Chairman and CEO. “As our track record has shown, you
should expect us to continue our momentum of creating and unlocking
shareholder value through continued operational improvements and
executing on our strategy.”
The close of the transaction with Microsoft, including the
combined sale and licensing agreement, clears the way for AOL to
return more value to its shareholders and highlights the AOL
Board’s commitment to enhancing value for shareholders. The close
also enables AOL to continue to aggressively execute on its
strategy to create long-term shareholder value.
As a part of the transaction AOL also received a license to the
patents being sold to Microsoft. AOL continues to hold a
significant patent portfolio of over 300 patents and patent
applications spanning core and strategic technologies, including
advertising, search, content generation/management, social
networking, mapping, multimedia/streaming, and security among
others.
As previously announced, AOL is committed to returning 100% of
the patent proceeds to shareholders. AOL’s Board and management
team are currently working on determining the most efficient and
expedient method to return the proceeds of the patent transaction.
AOL expects to provide additional details to all shareholders by
the end of this month.
About AOL
AOL Inc. (NYSE: AOL) is a brand company, committed to
continuously innovating, growing, and investing in brands and
experiences that inform, entertain, and connect the world. The home
of a world-class collection of premium brands, AOL creates original
content that engages audiences on a local and global scale. We help
marketers connect with these audiences through effective and
engaging digital advertising solutions.
From time to time, we post information about AOL on our investor
relations website (http://ir.aol.com) and our official corporate
blog (http://blog.aol.com).
FORWARD-LOOKING STATEMENTS
This release may contain “forward-looking statements” within the
meaning of the federal securities laws, including statements
concerning anticipated future events and expectations that are not
historical facts. Words such as “anticipates,” “estimates,”
“expects,” “projects,” “forecasts,” “intends,” “plans,” “will,”
“believes” and words and terms of similar substance used in
connection with any discussion of future operating or financial
performance identify forward-looking statements. These
forward-looking statements are based on management’s current
expectations and beliefs about future events. As with any
projection or forecast, they are inherently susceptible to
uncertainty and changes in circumstances. Except as required by
law, we are under no obligation to, and expressly disclaim any
obligation to, update or alter any forward-looking statements
whether as a result of such changes, new information, subsequent
events or otherwise. Various factors could adversely affect our
operations, business or financial results in the future and cause
our actual results to differ materially from those contained in the
forward-looking statements, including those factors discussed in
detail in the “Risk Factors” section contained in our Annual Report
on Form 10-K for the year ended December 31, 2011 (the “Annual
Report”), filed with the Securities and Exchange Commission. In
addition, we operate a web services company in a highly
competitive, rapidly changing and consumer- and technology-driven
industry. This industry is affected by government regulation,
economic, strategic, political and social conditions, consumer
response to new and existing products and services, technological
developments and, particularly in view of new technologies, the
continued ability to protect intellectual property rights. Our
actual results could differ materially from management’s
expectations because of changes in such factors. Achieving our
business and financial objectives, including growth in operations
and maintenance of a strong balance sheet and liquidity position,
could be adversely affected by the factors discussed or referenced
under the “Risk Factors” section contained in the Annual Report as
well as, among other things: 1) changes in our plans, strategies
and intentions; 2) continual decline in market valuations
associated with our cash flows and revenues; 3) the impact of
significant acquisitions, dispositions and other similar
transactions; 4) our ability to attract and retain key employees;
5) any negative unintended consequences of cost reductions,
restructuring actions or similar efforts, including with respect to
any associated savings, charges or other amounts; 6) market
adoption of new products and services; 7) the failure to meet
earnings expectations; 8) asset impairments; 9) decreased liquidity
in the capital markets; 10) our ability to access the capital
markets for debt securities or bank financings; 11) the impact of
“cyber-warfare” or terrorist acts and hostilities and 12) the
approval of the patent transaction with Microsoft Corporation by
antitrust authorities and the satisfaction of the other closing
conditions to that transaction as well as factors that could affect
the manner, timing and amount of the return of any of the sale
proceeds to AOL shareholders including the need for AOL to retain
cash for its business or to satisfy liabilities.