Attached files
| file | filename |
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| 8-K - FORM 8-K - Great Elm Capital Group, Inc. | d465773d8k.htm |
| EX-99.2 - PRESS RELEASE - Great Elm Capital Group, Inc. | d465773dex992.htm |
| EX-10.1 - FORM OF AMENDED AND RESTATED OPERATING AGREEMENT - Great Elm Capital Group, Inc. | d465773dex101.htm |
 Unwired Planet
Patent Transaction with Ericsson
January 10, 2013
www.unwiredplanet.com
Exhibit 99.1 |
 CONFIDENTIAL ©
2012 Unwired Planet
This presentation contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact contained in this
presentation are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may,”
“will,”
“should,”
“expects,”
“plans,”
“anticipates,”
“believes,”
“estimates,”
“predicts,”
“potential”
or
“continue”
or
the
negative
of
these
terms
or
other
comparable
terminology.
These statements are only
current predictions and are subject to known and unknown risks, uncertainties and
other factors that may cause Unwired Planet’s actual results, levels of
activity, performance or achievements to be materially different from those
anticipated by the forward-looking statements. These forward-looking
statements are subject to a number of risks, including, but not limited to
the ability of the parties to the Ericsson patent purchase to consummate the proposed
transaction
in
light
of
the
various
closing
conditions
set
forth
in the transaction documents, including the patent
purchase agreement, the ability of the parties to predict and capitalize on 3G and
4G mobile phone shipments, the ability to realize the potential value and
synergies created by the Ericsson patent purchase, as well as those risk factors
discussed in filings with the U.S. Securities and Exchange Commission, including
but not limited to Unwired Planet’s Annual
Report
on
Form
10-K
filed
on
September
7,
2012,
and
any
subsequently
filed
reports
on
Forms 10-Q and 8-K or
amendments thereto. Unwired Planet undertakes no duty to update or revise any of
the forward-looking statements, whether as a result of new information,
future events or otherwise, after the date of this presentation. 2
Safe Harbor for Forward-Looking Statements |
 CONFIDENTIAL ©
2012 Unwired Planet
3
Transaction with Ericsson |
 CONFIDENTIAL ©
2012 Unwired Planet
Today’s Announcement
4
“Top to Bottom”
licensing strategy
Execution by deeply experienced and proven
management team
Leader in Mobile Communication patents
Broadens existing portfolio into Telecoms Infrastructure
Future
patent
contributions
from
2014
–
2018
Significantly extends life of UPIP intellectual property
Combined portfolio reflects decades of significant
investment in R&D
Technology critical to Telecommunications Infrastructure
and the Mobile Internet
Contributed Ericsson portfolio includes patents relating to
global telecommunication technologies such as GSM,
GPRS, EDGE, WCDMA and LTE
Recurring royalty licensing model
Substantial majority of potential UP licensees
unencumbered within 3 years
No new encumbrances on Unwired Planet portfolio
(other than a license to Ericsson)
Conscientious and sustainable long-term IP licensing
program
Contribution of 2,185 patent assets
from Ericsson
Long-term industry platform for
realization of IP value
Holistic and deeply relevant combined IP
Accelerates Unwired Planet licensing plan |
 CONFIDENTIAL ©
2012 Unwired Planet
Financial Highlights
5
Broader licensing program and greater scale
NOL utilization creates tax shield for UPIP net royalties
“Halo effect”: improves underlying economics for UPIP
($1.6bn unutilized NOL balance as of 9/30/12)
Focus on running royalty-based licenses covering all or
part of portfolio
Term vs. perpetual lump-sum licensing
Licensing consistent with relevant Ericsson obligations
No upfront cash consideration
In event of change of control of UPIP, Ericsson receives
deferred consideration based on FMV of combined
portfolio (“Sale Payment”)
Sale Payment floor of $1.05bn (less cumulative
royalties paid to Ericsson) for 3 years post completion
Initially leverage existing IP team complemented with
external resources
Build out of broader internal team over time consistent
with revenue generation
Strong capitalization / Low burn rate
Increased NOL usage
Recurring royalty revenues
Deferred consideration |
 CONFIDENTIAL ©
2012 Unwired Planet
Long-Term Industry Platform for Realization of IP Value
6
Mobile heritage –
pioneers of telecoms infrastructure and the mobile internet
Decades of significant investment in R&D
Deeply relevant IP spanning infrastructure and wireless devices
Long term view –
commitment to conscientious sustainable long term IP licensing program
260 Patent Assets
Fundamental Application Layer
Technology
Licensing Expertise
NASDAQ Listing
2,185 Patent Assets (incl. 809 US)
Fundamental Communications
Technology
Telco DNA
Future Patent Contributions |
 CONFIDENTIAL ©
2012 Unwired Planet
7
Gross Revenue Share
Cumulative Gross
Revenue
Commentary
Ericsson
Revenue Share
$0 –
100 M
Retention of initial revenue
to fund licensing plan
20%
$100 –
500 M
50/50 share as critical mass achieved
50%
$500 M +
Recognizes Ericsson future patent transfers
and lifespan of UP portfolio
70%
Unwired Planet
Revenue Share
80%
50%
30% |
 CONFIDENTIAL ©
2012 Unwired Planet
8
Unwired Planet Portfolio and Licensing |
 Full Stack Coverage: “Top to Bottom”
Licensing Strategy
9
Presentation Layer
Application Layer
Session Layer
Transport Layer
Network Layer
Data Link Layer
Physical Layer
CONFIDENTIAL ©
2012 Unwired Planet |
 CONFIDENTIAL ©
2012 Unwired Planet
Enlarged Portfolio Technology Coverage
10
Application Layer
Infrastructure Layer
“Top to bottom”
licensing strategy
Fundamental technologies including patents relating to global telecommunication
technologies such as GSM, GPRS, EDGE, WCDMA and LTE
Scale & breadth
Appstore / Content
Broadcast/Push Technology
Location-based Services / Maps
E-Commerce
Foundational Mobile Computing
Device Functionality
Mobile Search
Mobile Advertising
Signal Processing
Radio Resource Management
Mobility Management
Antennas
Network Protocols
Software
Hardware
Voice / Text Applications |
 CONFIDENTIAL ©
2012 Unwired Planet
Go-Forward Licensing Model
11
•
Licensing of patents relating to global telecommunication technologies
(GSM, GPRS, EDGE, WCDMA, LTE)
•
Licensing consistent with applicable Ericsson obligations
•
Includes Infrastructure and Handset markets
•
Pending flagship Application Layer cases
•
Licensing together with 1 or separately
Recurring royalties: Infrastructure and Handset
Recurring royalty or lump-sum perpetual licenses: Application Layer
1
2 |
 CONFIDENTIAL ©
2012 Unwired Planet
3G/4G Shipments Expected to Grow Rapidly
12
Source: IDC, Wall Street Research
0
500
1,000
1,500
2,000
2,500
2011
2012
2013
2014
2015
2016
4G
3G (UMTS/WCDMA)
2G (GSM/iDEN)
CDMA |
 CONFIDENTIAL ©
2012 Unwired Planet
Addressable Market
13
•
Certain existing encumbrances relating to existing Ericsson licensees
•
Substantial majority of potential UP licensees unencumbered within 3 years
•
No restrictions on licensing of existing UP patent portfolio following
transaction Addressable Market Profile |
 CONFIDENTIAL ©
2012 Unwired Planet
14
Highly Experienced Team –
Proven IP Expertise
Mike Mulica
Chief Executive Officer
•
Former Head of Sales, Phone.com
•
Former President and Head of Strategy and Corporate Development,
Synchronoss
•
Former CEO, FusionOne
•
Former CEO, Bridgeport Networks
•
Former President, California Microwave
•
Northwestern University (Kellogg), M.B.A.; Marquette University, B.S.;
Copenhagen Business School, Graduate Certificate in Int’l Business
Daniel Mendez
General Manager, Intellectual
Property
•
Former co-founder, Visto (now known as Good Technology)
•
Former VP and CTO, American Management Systems (AMS)
•
Former Director and Senior Technical Consultant, Cambridge
Technology Partners
•
Harvard University, A.B. in Computer Science
Tim Robbins
General Manager, Intellectual
Property
•
Former VP, General Counsel and Corporate Secretary, Visto (now
known as Good Technology)
•
Former Attorney, Gunderson Dettmer Stough Villeneuve Franklin and
Hachigian
•
University of Virginia School of Law, J.D.; University of California – Los
Angeles, B.A.
Eric Vetter
Chief Financial Officer and
Chief Administrative Officer
•
Former Consultant, Aristocrat Technologies
•
Former Senior VP of Finance and Accounting, International Game
Technology
•
Thunderbird School of Global Management, Masters of International
Management; University of Nevada – Reno, B.B.A.
|
 CONFIDENTIAL ©
2012 Unwired Planet
15
Additional Information |
 CONFIDENTIAL ©
2012 Unwired Planet
16
Infrastructure Portfolio –
Patent World Map (all granted)
Patents cover making, using, selling, offering
for sale, importing and exporting
825 Families Worldwide |
 CONFIDENTIAL ©
2012 Unwired Planet
Application Layer
17
•
260
Patent Assets
•
Majority of patents filed in mid-
to late-
1990s
Mobile Infrastructure
Maps & Location-Based
Services
Push Technology
Handsets
Mobile Advertising
Mobile Application Stores
Over-the-Top Services
Mobile Search
Social Networking & Gaming
Mobile Browser &
E-Commerce
Portfolio Characteristics
Key Technology Areas |
 CONFIDENTIAL ©
2012 Unwired Planet
Infrastructure Layer
18
Portfolio Characteristics
•
2,185 Patent Assets
–
809 US Patent Assets
–
825 Patent Families
•
Future contribution of 100 additional patents
(a portion of which will be U.S. patents) per
year for 5 years from 2014
•
2G, 3G, 4G coverage
Key Technology Areas
Signal Processing
Radio Resource
Management
Mobility Management
Network Protocols
Software
Hardware
Antennas
Voice / Text
Applications |
 CONFIDENTIAL ©
2012 Unwired Planet
Commentary on Licensing/District Cases –
Delaware
19
•
Unwired
Planet
filed
litigation
on
August
31,
2011
against
Apple
and
RIM
with
the
District
Court
of Delaware. Stay on case has recently been lifted.
•
The lawsuit alleges infringement by Apple and RIM of three Unwired Planet patents
covering technology that enables consumer Internet access from their mobile
devices: –
The 409 patent allows the mobile device to operate seamlessly, and securely, with
a server over a wireless network
–
The
037
patent
allows
access
to
updated
versions
of
applications
on
mobile
devices
–
The 447 patent allows consumers to experience an improved user experience in
navigating through various pages of information without delay
|
 CONFIDENTIAL ©
2012 Unwired Planet
Commentary on Licensing/District Cases –
Nevada
20
•
Filed litigation on September 20, 2012 against Apple and Google with the District
Court of Nevada •
The lawsuit alleges Apple infringement of 10 Unwired Planet patents covering the
following products & services:
–
Mobile Devices (mobile phones, tablets, and music players with iOS operating
system including iPhones, iPads, and iPods)
–
Mobile Digital Content Systems/Services (Apple App Store, Apple Apps,
iTunes) –
Cloud Messaging Systems/Services (Apple Push Notification Service [APNS],
Siri) –
Map and Location Systems/Services (Apple Maps, Local Search, iAds, Safari web
browser, Find My iPhone, Find My iPad, and Find My Friends)
•
Alleges Google infringement of 10 other Unwired Planet patents covering the
following products & services:
–
Search and Advertising Systems/Services (Google Search, Google AdWords,
Google+Local, Google Places, Google Mobile Ads)
–
Mobile Digital Content Systems/Services (Google Play, Google Apps, Bouncer, C2DM,
GCM)
–
Cloud Messaging Systems/Services (C2DM and GCM)
–
Maps
&
Location
Systems/Services
(Android
Location,
Google
Maps,
Google
Street
View,
Google Latitude, Google My Location, Google+, Google+Local, Google Places)
–
Short-Range Radio Communications Systems/Services (Google Wallet, Google
Offers, and Google Mobile Ads)
–
Mobile
Devices
(including
mobile
phones
and
tablets
with
Android
operating
system, including Motorola Mobility and Nexus mobile phones and tablets)
|
 CONFIDENTIAL ©
2012 Unwired Planet
21
Unwired Planet Board of Directors
Peter Feld
Chairman
•
Managing Member, Portfolio Manager and Head of Research,
Starboard Value LP
Mike Mulica
Director and Chief Executive Officer
•
CEO, Unwired Planet
Robin A. Abrams
Director
•
Former Interim Chief Executive Officer, ZiLOG
Henry R. Northaft
Director
•
Former Chairman and CEO, Tessera Technologies
Mark Jensen
Director
•
Former Managing Parter, Deloitte
|