Unwired Planet, Inc. (NASDAQ:UPIP) today announced a definitive
agreement to divest Unwired Planet LLC, its intellectual property
licensing business. Optis UP Holdings, LLC, will acquire Unwired
Planet LLC, including patent and trademark assets and select EU
employees. The divestiture is consistent with Unwired Planet’s
decision to evaluate its strategic alternatives and focus the
company on reinventing itself.
Under the purchase agreement, Unwired Planet will receive $30
million in cash at the closing of the transactions and up to an
additional $10 million in cash on the second anniversary of the
closing of the transactions.
Subject to stockholder approval and other customary closing
conditions, Unwired Planet expects the transaction to close in the
second or third calendar quarter of 2016. Unwired Planet has
received the consents necessary to complete the transaction both
from the holders of its senior secured notes and from
Telefonaktiebolaget L. M. Ericsson.
A copy of the purchase agreement will be filed today with the
Securities and Exchange Commission. The purchase agreement provides
for, among other things, termination by Unwired Planet following
payment of a $2.0 million fee to Optis UP if the board of directors
of Unwired Planet accepts a superior offer, or changes its
recommendation that Unwired Planet stockholders approve the Optis
UP transaction.
“This strategic decision to divest the intellectual property
licensing business reflects Unwired Planet’s focus on safeguarding
investor equity,” said Boris Teksler, Chief Executive Officer of
Unwired Planet. “My team and I joined Unwired Planet ten months
ago, and in that time we have replaced a record of losses with
several litigation victories. However, after assessing the
company’s financial situation, we felt it prudent to develop a
range of alternatives for our IP business.”
“Closing this transaction will enable Optis UP to license this
important portfolio spanning standards-based cellular innovation
along with application and cloud-centric computing to smart
devices,” said Leslie Ware, Chief Executive Officer of Optis UP.
“Moreover, this reinforces our commitment to provide necessary and
important patent rights, with increased speed and efficiency for
our customers.”
Unwired Planet expects Mr. Teksler will step down as our Chief
Executive Officer, and other IP-expert members of the Unwired
Planet team are expected to depart from Unwired Planet in
connection with the divestiture. Mr. Teksler will continue to serve
as member of the board of directors. “Our board thanks Boris and
the team for their insight, success in litigation, and for bringing
the company to this inflection point,” said Richard S. Chernicoff,
Chairman of Unwired Planet.
The Optis UP transaction is part of the roadmap that the
strategic committee of Unwired Planet’s board of directors laid out
in 2015. Unwired Planet, which will change its name upon the
closing of the Optis UP transaction, has embarked upon an
acquisition program. The Company is considering preliminary
proposals to create new businesses and has made non-binding
proposals to acquire businesses in the financial services industry.
However, there can be no assurance that these proposals or other
elements of the acquisition program will be successful or will
generate any revenue or profits in current or future periods.
Webcast and Conference Call.
Management will host a conference call and webcast the event
beginning at 2:00 p.m. Pacific Time today, April 6, 2016 to
further discuss the divestiture.
Interested parties may access the conference call over the
Internet through the company's website
at www.unwiredplanet.com or by telephone
at 888-337-8169 or 719-325-2455 (international).
A replay of the conference call will be available for one week
(April 13), beginning at 5:00 p.m. PT on April 6 by calling
888-203-1112. The replay can be accessed internationally
by calling 719-457-0820, access code: 1054285.
A live webcast of the call, together with supplemental financial
information, will also be available on the Investors section of our
website at http://www.unwiredplanet.com/investors. A replay
will be available on the website for at least three months.
Unwired Planet’s Advisors. In connection with the
divestiture, Unwired Planet received a fairness opinion from
Blackstone IP LLC and its legal advisor is Skadden, Arps, Slate,
Meagher & Flom LLP.
About Unwired Planet. Unwired Planet, Inc. is the
inventor of the Mobile Internet and a premier intellectual property
company focused exclusively on the mobile industry. The company's
patent portfolio of approximately 2,500 issued and pending US and
foreign patents, includes technologies that allow mobile devices to
connect to the Internet and enable mobile communications. The
portfolio spans 2G, 3G, and 4G technologies, as well as cloud-based
mobile applications and services. Unwired
Planet's portfolio includes patents related to key mobile
technologies, including baseband mobile communications, mobile
browsers, mobile advertising, push notification technology, maps
and location based services, mobile application stores, social
networking, mobile gaming, and mobile search. References in this
release to Unwired Planet may be to Unwired Planet,
Inc. or its subsidiaries.
Forward-Looking Statements. This communication contains
forward-looking statements, including but not limited to those
regarding the proposed sale (the “Divestiture”) of subsidiaries and
assets of Unwired Planet to Optis UP and our post-IP business.
These statements may discuss the anticipated manner, terms and
conditions upon which the Divestiture will be consummated, and the
future performance of our business. Forward-looking statements may
contain words such as "expect," "believe," "may," "can," "should,"
"will," "forecast," "anticipate" or similar expressions, and
include the assumptions that underlie such statements. These
statements are subject to known and unknown risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by such statements, including, but not limited
to: the ability of the parties to consummate the Divestiture in a
timely manner or at all; satisfaction of the conditions precedent
to consummation of the Divestiture; the possibility of litigation
(including related to the Divestiture itself); our ability to
finance our business and growth; our ability to realize the value
the assets not sold in the Divestiture. All forward-looking
statements are based on management's estimates, projections and
assumptions as of the date hereof. Except as required under
applicable law, we do not undertake any obligation to update any
forward-looking statements.
Additional Information and Where to Find It. We will file
with the SEC a proxy statement with respect to our transformation,
including the Divestiture. The definitive proxy statement will
contain important information about our transformation, including
the proposed Divestiture. YOU ARE URGED AND ADVISED TO READ THE
PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy
statement and other relevant materials (when they become available)
and any other documents filed by us with the SEC may be obtained
free of charge at the SEC's web site at www.sec.gov. In addition,
security holders will be able to obtain free copies of the proxy
statement from us, by contacting us at 20 First Street, First
Floor, Los Altos, CA 94022 or by going to our website
www.unwiredplanet.com.
Participants in the Solicitation. We and our directors
and executive officers may be deemed to be participants in the
solicitation of proxies from our stockholders in connection with
our transformation, including the proposed Divestiture. Information
about our directors and executive officers is set forth in our
Proxy Statement on Schedule 14A filed with the SEC (together with
additional information in our filings on Form 8-K and our
stockholders’ filings on Form 13-D). These documents are available
free of charge at the SEC's web site at www.sec.gov, and from us,
by contacting us at 20 First Street, First Floor, Los Altos, CA
94022 or by going to our website www.unwiredplanet.com. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the proposed
transformation will be included in the proxy statement that we
intend to file with the SEC.
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version on businesswire.com: http://www.businesswire.com/news/home/20160406006450/en/
The Blueshirt GroupLauren Sloane,
415-217-2632Lauren@blueshirtgroup.com
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