IRVINE, Calif., Jan. 28, 2015 /PRNewswire/ -- Ubiquity, Inc. (OTCBB: UBIQ) ("Ubiquity" or the "Company"), a technology development and licensing company that holds an extensive portfolio of patents across multiple technology market verticals, announced today that the Company has signed an agreement to acquire Coversant, Inc. ("Coversant"). Per terms of the acquisition, Coversant will merge into Ubiquity in exchange for 13,242,334 shares of Ubiquity's common stock. Coversant's CEO and board member, Dale Okuno, will join Ubiquity's board of directors, and their management team will be integrated into Ubiquity's existing corporate structure. Closing of the definitive agreement is subject to completion of due diligence by both parties and execution of other closing conditions. There is no guarantee that these matters will be completed and that the transaction will close.
Coversant is a developer of a SoapBox platform classified as an "Internet of Things Service Bus" (IoT-SB) which can securely and efficiently connect devices, sensors, and actuators to users, applications and databases for data analysis and process control. The SoapBox IoT-SB is one of two software platforms in the world that has passed rigorous Defense Information Systems Agency, and placed on the Unified Capabilities Approved Product List (UCAPL). The SoapBox protocol, based on XMPP, is mandated by the Department of Defense for real time communication for voice, video, chat, messaging and presence. In the full year ended 2014, Coversant recorded revenues of approximately $1.2 million.
Dale Okuno, Chief Executive Officer of Coversant, stated, "We are excited to bring our talent, expertise and technology to the Ubiquity team. We believe that there is a strong potential to develop synergies and sales opportunities with this merger."
Chris Carmichael, Co-Chairman of Ubiquity, stated, "Coversant's IoT-SB is a perfect compliment to our existing security IP, patents and Sprocket platform. We were impressed with their technology and management team as well as the fact that they already generate revenue year after year. Coversant will serve as a revenue generator for us as we continue to develop Sprocket and our commercial partnerships. We really feel that this merger will increase Ubiquity's value proposition as we continue to work towards our goal of uplisting to a major exchange."
About Ubiquity, Inc.
Based in Irvine, CA, Ubiquity is a vertically integrated, technology-focused media company. Ubiquity is focused in five specific areas with a robust portfolio of patents and intellectual property. The Company has developed an intuitive user interface making access to all content from any device in a simple, consistent format, has enabled the search and identification of any object and image in all video and digital media, and has developed a platform for mobile transaction including the integration of payments, money transfers, coupons and gifts. The Sprocket is an industry-leading, intuitive, immersive consumer experience for all web-based activity, and allows for the personalization of all content, whether public or private, in a unique, accessible way.
Through Ubiquity Labs we are leveraging an extensive portfolio of intellectual property spanning Web 3.0, immersive advertising, video compression, content distribution, eCommerce, and mobile applications to support the commercialization of new technologies. In addition, we intend to pursue strategic licensing opportunities.
This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "anticipate," "belief," "estimate," "expect," "hope," "intend," "may," "plan," "positioned," "predict," "project," "propose," "should," "strategy," "will" and the negative or other variation of these words or such variations thereon or comparable terminology, are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the failure of the business strategy, the integrity of the Company's patents and proprietary intellectual property, and competition. The Company cautions that the foregoing list of risk factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events, including the risk factors set out in the Company's 10K for the year ended December 31, 2013. See the sections entitled "Risk Factors" in Ubiquity's quarterly and annual reports as filed by Ubiquity from time to time with the Securities and Exchange Commission. The Company has assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.
THIS PRESS RELEASE AND THE DOCUMENTS REFERENCED IN THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR ANY SOLICITATION OF AN OFFER FOR THE SALE OF ANY SECURITIES. ANY SUCH SALE THAT INVOLVES A PUBLIC OFFERING MAY ONLY BE MADE THROUGH A PROSPECTUS THAT IS INCLUDED IN A REGISTRATION STATEMENT THAT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS EFFECTIVE.
SOURCE Ubiquity, Inc.