Replies to post #2585 on M-wise, Inc. (MWIS)

[TheFinalCD]

Vringo's IR John Quirk said the MWIS shell had around $3M in debt, that Vringo was not assuming, and stated in this email...

filing by Vringo clarifies that Vringo will also assume certain liabilities of m-Wise.

The Vringo press release states in the first par it is an LOI for an asset purchase agreement with m-Wise where m-Wise is selling “substantially all of the assets.” A contemporaneous SEC filing by Vringo clarifies that Vringo will also assume certain liabilities of m-Wise.


properly characterized it as an anticipated “shell” company, post-closing, with assets in the shell being the Vringo stock paid for the previous operating assets.

Based in the public disclosure, we can clarify the following:

5) m-Wise will receive 1.9 m shares VRNG stock (as stated in press release) as presently contemplated by the LOI (not “m-Wise shareholders,” except to the extent that m-Wise shareholders have the equity claim on m-Wise)

6) m-Wise will NOT become a subsidiary of VRNG in the sense you are implying (except in the possible case where certain assets acquired represent the securities of subsidiaries of m-Wise). The clearest description of what will transpire for our purposes is Vringo’s recent statement that ”We are buying the assets of m-Wise and certain liabilities - not the stock - so m-Wise will not be a separate subsidiary of Vringo.”


Because of the need to work through the due diligence process, finalize and agree on terms, and subsequently file the necessary SEC documents that can be shared with Vringo and, separately, with m-Wise shareholders to review and vote on the transaction, we are likely going to be limited in what we can say in the interim, although I think the material facts surrounding this transaction are public and, hopefully, understood.

It may well be that Vringo chooses to drop the acquired assets into a new subsidiary created for the purposes of acquiring the assets. However, this is not a tender offer for m-Wise, and any confusion over the technical treatment post-transaction of the m-Wise assets is not particularly relevant to the pertinent material facts. That is, it may be that m-Wise assets are operated as a sub of Vringo, but from the perspective of you as a presumed m-Wise shareholder, this is irrelevant to your POV. It’s an LOI for an asset purchase agreement; not a tender offer or a merger.


Further details are pending final agreement and, separately, the documentation that will be filed with the SEC and mailed to shareholders.


John Quirk

IR For Vringo

cell: 212 920 1789

http://www.crescendo-ir.com/