FYI - The winners of the assets have been revised.
The Auction was held and completed on April 11, 2016. A true and correct copy of the
transcript of the Auction is attached hereto as Exhibit 1 (the “Auction Transcript”).
SUCCESSFUL BIDS AND BIDDERS. The Trustee, in consultation with his
professionals, has exercised his reasonable business judgment and determined that the following
bidders present the highest and best offers (the “Successful Bids”) for the Purchased Assets1:
• ESW Capital, LLC– with a bid for right to sponsor plan of reorganization as filed
on April 7, 2016 [Docket No. 79] and amended at the Initial Sale Hearing and
Auction - as reflected in the Auction Transcript – but which excludes certain
patents and the wave.com domain name; and
• Chime Inc. – with a bid of Four Hundred and Twenty Thousand Dollars
($420,000.00) for the wave.com domain name as set forth in its Asset Purchase
Agreement attached hereto as Exhibit 2 and as revised at the Auction as
reflected in the Auction Transcript.
BACK-UP BIDDERS. The Trustee, in consultation with his professionals, has
exercised his reasonable business judgment and determined that SuperCom, Inc. (the “Backup
Bidder”) presents the next highest and best offer for the Acquired Assets (as set forth at the
Auction and as reflected in the Auction Transcript.
In sum the ESW Capital, LLC (“ESW”) winning bid is as follows: (1) $3,8000,000 for
the operating technology (excluding the wave.com domain name and SED patents) if a chapter
11 plan process is unsuccessful; (2) $3,000,000 of debtor in possession financing for a chapter 11
process; and (3) $3,075,000 of additional consideration to paid on a chapter 11 plan effective
date (in addition to the $3,800,000 that will be on deposit with the estate and released on the
effective date as well for distribution under a chapter 11 plan).2
In sum, the Backup Bidder’s bid is as follows: (1) $3,8000,000 for the operating
technology (excluding the wave.com domain name and SED patents) if a chapter 11 plan process
1 Terms not defined herein shall have the meaning ascribed them in the Motion.
2 This is meant to be a summary of the bid only. The Trustee will file an amended letter from ESW in advance of
the Sale Hearing that shall provide additional detail on the bid.
Case 16-10284-KJC Doc 90 Filed 04/12/16 Page 2 of 3
3
is unsuccessful; (2) $3,000,000 of debtor in possession financing for a chapter 11 process; (3)
$3,000,000 of additional consideration to paid on a chapter 11 plan effective date (in addition to
the $3,800,000 that will be on deposit with the estate and released on the effective date as well
for distribution under a chapter 11 plan); and (4) waiver of $1 million of an asserted $5.5 million
claim of Safend.
SALE HEARING. The Sale Hearing shall occur on April 14, 2016 at 9:00 a.m.
(prevailing Eastern Time) before the Honorable Kevin J. Carey at the United States Bankruptcy
Court for the District of Delaware, 824 Market Street, Wilmington, Delaware 19801, 5th Floor,
Courtroom 5. At the Sale Hearing, the Trustee will seek approval of the Successful Bids.
"Sometimes people don't want to hear the truth because they don't want their illusions destroyed." - Friedrich Nietzsche
"None so deaf as those that will not hear. None so blind as those that will not see." - Matthew Henry
