Internet Patents Corporation completed the acquisition of Prism Technologies LLC.
March 26, 2015 at 09:30 am IST
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Internet Patents Corporation (NasdaqCM:PTNT) entered into a definitive agreement to acquire Prism Technologies LLC for $81.9 million on November 11, 2014. Post acquisition, Prism will be wholly owned by Internet Patents Corporation (IPC) and will operate the patent licensing business for all Prism and IPC patents. As per the terms of the Merger Agreement, in exchange for all of the outstanding equity of Prism, IPC will pay $16.5 million in cash, less any debt that is not related to the acquisition of patents and issue 3.5 million shares of its common stock to Prism security holders. IPC has also agreed to share future revenue related to Prism's patents with Prism's former security holders which means Prism's former security holders will receive 70% of subsequent Prism Patent Proceeds, up to $55 million. Immediately following the closing of the transaction, Prism's former equity owners are expected to own approximately 31% of the outstanding common stock of the combined company.
Prism generated $40 million in gross revenues in 2013. The combined company will have eleven employees and Gregory Duman, Prism's President, will join IPC's Board of Directors. The transaction is subject to approval by IPC's stockholders, the members of Prism, execution of non solicitation agreement, non competition agreement, employment agreement, lock-up agreement, support agreement, listing of new shares, third party approval, approval of government and other customary closing conditions and is expected to complete in the first quarter of 2015. Internet Patents has scheduled a special meeting of stockholders on March 17, 2015 to consider and vote on the transaction.
Jennifer Jarman of The Blueshirt Group acted as public relations advisor for the transaction. Karen Dreyfus of Sidley Austin LLP acted as legal advisors for Internet Patents Corporation while Virgil K. Johnson and Paul D. Heimann of Erickson Sederstrom, PC, LLO acted as legal advisors for Prism Technologies.
Internet Patents Corporation (NasdaqCM:PTNT) completed the acquisition of Prism Technologies LLC on March 26, 2015. The combined entity has nine full time and two part-time employees and the executive management teams of both Internet Patents and Prism remain unchanged. The transaction was approved by Internet Patents' stockholders on March 17, 2015.
Prism Technologies Group, Inc., formerly Internet Patents Corporation, is engaged in the business of licensing and enforcing a portfolio of patents relating to technologies developed by it. The Company's subsidiary is Prism Technologies, LLC (Prism). Prism has two primary operating subsidiaries: Secure Axcess, LLC and Millenium Biologix, LLC. Prism also operates an intellectual property licensing and enforcement business. The Company and its subsidiaries own a portfolio of patents with over 50 issued patents in the areas of computer and network security, semiconductors and medical technology. The Company's patent portfolio includes Gregg Patents for device authentication and access to protected resources; Glazer Patents for image recognition and Website authentication; Weber Patents for multiple screen computer display; Pugh Patents for synthetic biomaterial compound; Wallace Patents for encrypted cookies, and Quizid Patents for authentication tokens.