AOL ANNOUNCES CLOSE OF $1.056 BILLION PATENT TRANSACTION WITH MICROSOFT REAFFIRMS COMMITTMENT TO RETURN 100% OF PROCEEDS TO STOCKHOLDERS
Jun 15, 2012
REAFFIRMS COMMITTMENT TO RETURN 100% OF PROCEEDS TO STOCKHOLDERS
NEW YORK, NY – June 15, 2012 – AOL, Inc. (NYSE: AOL), today announced that it has completed the previously announced $1.056 billion patent transaction with Microsoft Corporation (NASDAQ: MSFT) ("Microsoft"). The transaction includes the sale of over 800 patents and their related patent applications, and grants Microsoft a non-exclusive license to its retained patent portfolio for aggregate proceeds of $1.056 billion in cash.
"The closing of this transaction represents another major step for AOL in increasing value for our shareholders," said Tim Armstrong, Chairman and CEO. "As our track record has shown, you should expect us to continue our momentum of creating and unlocking shareholder value through continued operational improvements and executing on our strategy."
The close of the transaction with Microsoft, including the combined sale and licensing agreement, clears the way for AOL to return more value to its shareholders and highlights the AOL Board's commitment to enhancing value for shareholders. The close also enables AOL to continue to aggressively execute on its strategy to create long-term shareholder value.
As a part of the transaction AOL also received a license to the patents being sold to Microsoft. AOL continues to hold a significant patent portfolio of over 300 patents and patent applications spanning core and strategic technologies, including advertising, search, content generation/management, social networking, mapping, multimedia/streaming, and security among others.
As previously announced, AOL is committed to returning 100% of the patent proceeds to shareholders. AOL's Board and management team are currently working on determining the most efficient and expedient method to return the proceeds of the patent transaction. AOL expects to provide additional details to all shareholders by the end of this month.
AOL Inc. (NYSE: AOL) is a brand company, committed to continuously innovating, growing, and investing in brands and experiences that inform, entertain, and connect the world. The home of a world-class collection of premium brands, AOL creates original content that engages audiences on a local and global scale. We help marketers connect with these audiences through effective and engaging digital advertising solutions.
This release may contain "forward-looking statements" within the meaning of the federal securities laws, including statements concerning anticipated future events and expectations that are not historical facts. Words such as "anticipates," "estimates," "expects," "projects," "forecasts," "intends," "plans," "will," "believes" and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. These forward-looking statements are based on management's current expectations and beliefs about future events. As with any projection or forecast, they are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, we are under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in the "Risk Factors" section contained in our Annual Report on Form 10-K for the year ended December 31, 2011 (the "Annual Report"), filed with the Securities and Exchange Commission. In addition, we operate a web services company in a highly competitive, rapidly changing and consumer- and technology-driven industry. This industry is affected by government regulation, economic, strategic, political and social conditions, consumer response to new and existing products and services, technological developments and, particularly in view of new technologies, the continued ability to protect intellectual property rights. Our actual results could differ materially from management's expectations because of changes in such factors. Achieving our business and financial objectives, including growth in operations and maintenance of a strong balance sheet and liquidity position, could be adversely affected by the factors discussed or referenced under the "Risk Factors" section contained in the Annual Report as well as, among other things: 1) changes in our plans, strategies and intentions; 2) continual decline in market valuations associated with our cash flows and revenues; 3) the impact of significant acquisitions, dispositions and other similar transactions; 4) our ability to attract and retain key employees; 5) any negative unintended consequences of cost reductions, restructuring actions or similar efforts, including with respect to any associated savings, charges or other amounts; 6) market adoption of new products and services; 7) the failure to meet earnings expectations; 8) asset impairments; 9) decreased liquidity in the capital markets; 10) our ability to access the capital markets for debt securities or bank financings; 11) the impact of "cyber-warfare" or terrorist acts and hostilities and 12) the approval of the patent transaction with Microsoft Corporation by antitrust authorities and the satisfaction of the other closing conditions to that transaction as well as factors that could affect the manner, timing and amount of the return of any of the sale proceeds to AOL shareholders including the need for AOL to retain cash for its business or to satisfy liabilities.
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