Live Microsystems Inc (LMSC)

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Livewire Mobile Acquires FoneStarz Media Group



Two Firms Create a Mobile Content Powerhouse Offering Expanded Mobile Personalization, Apps and Digital Music Services

LITTLETON, Mass. and CAMBRIDGESHIRE, U.K., December 17, 2010 – Livewire Mobile, Inc. (Pinksheets: LVWR), a world leader in mobile music and content, announced today that it has acquired FoneStarz Media Group Limited, an award-winning mobile digital storefront and mobile content supplier currently working with many of the world’s largest telecom and media brands.

The combination of the two companies creates a mobile content powerhouse with a broad content-offering that includes application distribution, ringback, full-track music, video, advertising, ringtones, images and games. Furthermore, the acquisition expands Livewire Mobile’s market reach to more than 400 million subscribers at over 40 mobile operators in nearly 30 countries, providing one of the most comprehensive one-stop digital content solutions for carriers, handset manufacturers and other media companies entering the mobile content market.

Based in Cambridgeshire, United Kingdom, FoneStarz has a successful track record of retailing mobile entertainment content for mobile network operators. It manages cutting edge digital content services, from its proprietary merchandising and delivery platform for 11 mobile operators in eight countries around the world.

FoneStarz services are currently deployed with premier operators including Vodafone, Hutchison 3 and O2 in countries including the U.K., Ireland, Denmark, Sweden, Austria, New Zealand, South Africa and Egypt. It works with a number of other Tier 1 and 2 operators and has content aggregation agreements with handset manufacturers including Nokia, Sony Ericsson, Samsung and LG, and content licenses with more than 140 media companies, including Disney, Playboy, Turner, American Greetings and Manchester United.
Livewire Mobile plans to incorporate the FoneStarz platform into its InfuseTM integrated storefront solution for mobile operators, as well as its recently launched MediadromeTM direct-to-consumer music service.

Together, the companies bring extensive global experience and market-leading technical infrastructures, providing a platform for rapid strategic growth in new and existing territories and positioning them alongside firms such as Motricity, RealNetworks and Zed in the fast-growing mobile content market. The management team is headed up by Matthew Stecker, CEO, Livewire Mobile and Dave Moreau, CEO and founder of FoneStarz, who will become COO of the combined company. They intend to grow the combined business by exploiting its product set and extending services across six continents.

“As we stated earlier this year, we refocused our company resources toward providing our global partners and customers with an innovative suite of products and end-to-end services,” said Mr. Stecker. “Now, with this combination of two complementary companies, we are creating an even stronger organization with a broadened product suite, improved service and support worldwide and increased cross-selling opportunities to an expanded customer base.”

Mr. Moreau added: “We spent some time looking for a partner that offered a strategic fit in terms of product roadmap and territorial expansion. Scale is vital in this fast moving, global market and we believe Livewire Mobile and FoneStarz together will be able to provide a preeminent digital solution for mobile network operators, handset manufacturers and media businesses.”

Terms of the Deal

Total consideration for the acquisition completed on December 17, 2010 is estimated to be approximately USD $4.0 million. Under the terms of the acquisition, a subsidiary of Livewire Mobile acquired all of the issued share capital of FoneStarz from its shareholders for a cash payment of USD $2.3 million at closing. Additionally, the cash consideration may be increased by USD $350,000 if certain conditions are met during the first twelve months subsequent to the closing. At closing, FoneStarz had net liabilities of approximately USD$1.3 million. For its fiscal year ended November 30, 2010, FoneStarz had unaudited, unadjusted total revenues of approximately USD $4 million and profit after tax of approximately USD $0.2 million, on a UK GAAP basis. Livewire mobile had cash of approximately $7.3 million as of September 30, 2010.

Net Operating Losses (NOLs) Protective Provisions

During the third quarter of 2010, the Company received shareholder approval to amend its articles of incorporation in order to protect its NOLs (the "NOL Protective Measures") and those measures are now in effect. Under the NOL Protective Measures any person, company or investment firm that wishes to become a "5% shareholder" of Livewire Mobile, Inc. must first obtain a waiver from the Company's board of directors. In addition, any person, company or investment firm that is already a "5% shareholder" of Livewire Mobile, Inc. cannot make any additional purchases of Livewire Mobile, Inc. stock without a waiver from the Company's board of directors.

Livewire Mobile, Inc. strongly urges that any stockholder contemplating owning more than 185,000 shares contact the Company before doing so.
About FoneStarz Media Group
FoneStarz powers the mobile content experience for Operators, OEMs and branded media partners around the world. Its managed portal services deliver results, improving the customer experience and delivering mobile entertainment products available to more than 4,000 different handsets. Automated device detection, optimized content delivery, application and widget development and real-time analytics are all combined with a retailing ethos that drives the company.

About Livewire Mobile
Livewire Mobile (Pinksheets: LVWR) is a world leader in managed personalization and music services. Livewire Mobile’s integrated suite of personalization services includes ringback tones, advertising ringback, ringtones, DRM-free mobile full-track music and videos, fully integrated storefronts, and other applications, as well as dedicated content and service marketing, integrated storefront management and merchandising. For more information, please visit www.livewiremobile.com.

Livewire Mobile is a registered service mark and Infuse and Mediadrome are trademarks of Livewire Mobile, Inc. Other trademarks are the property of their respective owners.
Statements other than historical facts included or referred to in this Press Release are “forward-looking statements”, including forward-looking statements about our plans to incorporate the FoneStarz platform into our InfuseTM integrated storefront solution for mobile operators, as well as our recently launched MediadromeTM direct-to-consumer music service, our intention to grow the combined business by exploiting its product set and extending services across six continents, the refocus of our company resources toward providing our global partners and customers with an innovative suite of products and end-to-end services, increased cross-selling opportunities to an expanded customer base from our acquisition of Fonestarz, that Dave Moreau will become COO of the combined company, that for its fiscal year ended November 30, 2010, which is unadjusted and unaudited, FoneStarz had total revenues of approximately USD $4 million and profit after tax of approximately USD $0.2 million on a UK GAAP basis, and our belief that Livewire Mobile and FoneStarz together will be able to provide a preeminent digital solution for mobile network operators, handset manufacturers and media businesses. These statements are based on management’s expectations as of the date of this document and are subject to uncertainties and changes in circumstances. Actual results may differ materially from these expectations due to risks and uncertainties including, but not limited to, uncertainties with respect to our plans to incorporate the FoneStarz platform into our InfuseTM integrated storefront solution for mobile operators, as well as our recently launched MediadromeTM direct-to-consumer music service, our intention to grow the combined business by exploiting its product set and extending services across six continents, the refocus of our company resources toward providing our global partners and customers with an innovative suite of products and end-to-end services, increased cross-selling opportunities to an expanded customer base from our acquisition of Fonestarz, that Dave Moreau will become COO of the combined company, that for its fiscal year ended November 30, 2010, which is unadjusted and unaudited, FoneStarz had total revenues of approximately USD $4 million and profit after tax of approximately USD $0.2 million on a UK GAAP basis, and our belief that Livewire Mobile and FoneStarz together will be able to provide a preeminent digital solution for mobile network operators, handset manufacturers and media businesses and other risks. In addition, while management may elect to update forward-looking statements at some point in the future, management specifically disclaims any obligation to do so, even if its estimates change. Any reference to our website in this press release is not intended to incorporate the contents thereof into this press release or any other public announcement.

North American Media Relations:
Christa Conte / Savannah Tikotsky
Feintuch Communications
[phone] / [phone]
[e-mail] / [e-mail]

European Media Relations :
Leanne Tritton / Seamus O’Keeffe
INGMedia
[phone] / [phone]
[e-mail] / [e-mail]


Investor Relations:
Livewire Mobile, Inc.
Todd Donahue, CFO
978-742-3167
[e-mail]