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Tue, October 18, 2011

Manuweb Software Systems, Inc. (CNSX:AIV) Announces a Definitive Agreement to Acquire 100% of VisualVault Technologies Inc. and


Published on 2011-10-18 07:32:23 - Market Wire
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October 18, 2011 10:25 ET

Manuweb Software Systems, Inc. (CNSX:AIV) Announces a Definitive Agreement to Acquire 100% of VisualVault Technologies Inc. and the Remaining 90% of Advantive Information Management Inc.

PHOENIX, ARIZONA--(Marketwire - Oct. 18, 2011) -

THIS NEWS RELEASE IS NOT FOR DISSEMINATION TO US NEWSWIRE SERVICES FOR DISCLOSURE IN THE UNITED STATES

The Board of Directors of Manuweb Software Systems, Inc. ("MWS") (CNSX:AIV) is pleased to announce a proposed acquisition of 100% of the common shares of VisualVault Technologies Inc. ("VVT"), a British Columbia corporation, in exchange for 13,275,000 common shares of MWS (on a post consolidated basis). MWS also announces its definitive intent to acquire the remaining 90% of the common shares of Advantive Information Management, Inc. ("AIM"). A special meeting of MWS shareholders will be called to approve both transactions, in addition to a proposed share consolidation on a 7:1 basis and a change of name to VisualVault Corporation.

Pursuant to the share acquisition of VVT, MWS will indirectly acquire all of the assets and undertakings of Auersoft LLC ("Auersoft") and assume the payment obligations of VVT under the asset purchase agreement between VVT and Auersoft. Pursuant to the asset purchase agreement, VVT is required to pay $5,586,250 USD to Auersoft in three installments: $1,000,000 on or before January 31, 2012; $2,000,000 on April 31, 2011; $2,000,000 on September 30, 2011; and $586,250 on or before December 31, 2014. The payments are secured by one promissory note for $4,000,000 cash and one convertible promissory note for $586,250, payable in cash or by the issuance of 11,725,000 common shares of MWS at the election of Auersoft. As part of the acquisition of VVT, VVT will assign to MWS, and MWS will assume, both promissory notes.

MWS has also agreed to acquire the remaining 900 common shares of AIM by issuing 9,735,142 post consolidated common shares of MWS. MWS presently owns 10% of AIM, which acquisition was completed concurrently with its listing on the Canadian National Stock Exchange on May 16, 2011.

Subsequent to closing, VVT will assume all ongoing business operations of Auersoft.

MWS's corporate plan is to pursue a Software as a Service (SaaS) and Platform as a Service (PAAS) business model and to expand across vertical market opportunities within existing customer groups and beyond. With the global cloud computing market size expected to grow from $40.7 billion in 2011 to more than $241 billion by 2020, the transition strategy for the business is abundantly clear. A true SaaS model enables efficient and rapid scaling of this business and deeper customer relationships. Ease of use, little customer investment, and predictable monthly service fees combine to make VisualVault services perfectly positioned for cloud computing applications.

Both the acquisition of VVT and the acquisition of 90% of AIM are subject to regulatory and shareholder approvals.

ON BEHALF OF THE BOARD OF DIRECTORS OF MANUWEB SOFTWARE SYSTEMS, INC.

Brian Cameron, Chief Financial Officer and Director

ABOUT MANUWEB SOFTWARE SYSTEMS, INC.

Manuweb Software Systems, Inc. is a Vancouver, Canada based provider of software solutions. Manuweb currently owns a 10% minority interest in Advantive Information Management a Phoenix, Arizona based company that provides IT services and solutions to select vertical markets. AIM's flagship product, R2 Software, delivers dynamic infrastructure management solutions for the work centers and operations on the manufacturing shop floor. Its products and services limit production downtime by continuously securing critical data and optimizing recovery.

The forward-looking information contained in this press release is made as of the date of this press release and except as required by applicable law, the company does not undertake any obligation to update publicly or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise. By its very nature, such forward-looking information requires the company to make assumptions that may not materialize or that may not be accurate. This forward-looking information is subject to known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such information.

Neither the Canadian National Stock Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.



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