Manuweb Software Systems, Inc.
CNSX : AIV

July 22, 2011 08:00 ET

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

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 22, 2011) - Manuweb Software Systems Inc. (CNSX:AIV) -

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

The Board of Directors of Manuweb Software Systems Inc. (MWS) is pleased to announce several material corporate developments, among them the decision to complete the acquisition of Advantive Information Management Systems, Inc. (AIM) and the approval of a Letter of Intent to acquire a second enterprise, VisualVault Technologies, Inc. (VVT), a British Columbia based company.

The Board of Directors has agreed to proceed with exercise of their option to complete the acquisition of the remaining 90% of the issued and outstanding shares of AIM. Accordingly under the original proposed terms, MWS will proceed with the acquisition in consideration of the issuance of 68,146,000 common shares of MWS in respect of the acquisition. All shares issued pursuant to this acquisition will be subject to voluntary pooling agreements.

A Letter of Intent has been executed between MWS and Auersoft LLC of Mesa, Arizona whereby MWS will acquire certain assets of Auersoft LLC in a series of transactions. Auersoft LLC will form a British Columbia corporation known as VisualVault Technologies, Inc. (VVT) which will first acquire selected assets from Auersoft, LLC. The sale price of such assets will be $5,000,000 and will be paid over time by way of scheduled payments supported by a promissory note and security agreement.

Subsequently, MWS will acquire 100% of the common shares of VVT for an assumption of the promissory note and the issuance of up to 25,000,000 post consolidated common shares of MWS. The terms of the promissory note provide for payments as follows;

  1. $1,000,000 payable on or before September 30, 2011
  2. $2,000,000 payable on or before March 31, 2012
  3. $2,000,000 payable on or before June 30, 2012

MWS will fund the cash portion of the purchase price with consecutive private placements to be conducted over the financing period. The common shares issued to complete the transaction will be issued at a deemed price of $.05 per share, being the closing price of MWS shares on the CNSX on Thursday, July 21, 2011. Pursuant to the terms of the Letter of Intent a condition precedent for the share issuance is the requirement to consolidate the share capital of MWS on a 7:1 basis prior to the acquisition, such that the issuance is completed with post consolidated shares.

As a result of the asset sale by Auersoft LLC and purchase assumption by MWS, VVT will own proprietary document management and compliance software products that currently support major corporations in the United States and abroad. MWS will, through this acquisition, acquire all customers currently serviced by Auersoft LLC, all existing revenues currently generated by Auersoft LLC, trademarks, rights to use, and an experienced and dedicated management and development team. Corporate plans are to transition the business to a Software as a Service (SaaS) and Platform as a Service (PAAS) business model with substantial investiture in expanding across vertical market opportunities within existing customer groups and beyond into new application specific opportunities.

Both of these acquisitions, together with the proposed consolidation will be presented to shareholders for approval as required by the CNSX. An information circular will be mailed to all registered shareholders prior to the meeting. In addition to approving the acquisitions and consolidation, MWS proposes to change its name to VisualVault Corporation and continue expanding the brand recognition established in the marketplace to date.

In addition, MWS will continue to invest in market development of its flagship product, R2 software, which is owned by AIM. AIM will be pursuing European markets for this product over the following 12 months as well as updating the versions of the software for broader applications.

The terms and final structure are subject to customary due diligence and completion of definitive agreements that are subject to the approval of the boards of directors of both companies. VVT will operate as a wholly-owned subsidiary of MWS with business offices in Vancouver BC and operational offices in Mesa Arizona.

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 work centers and operations on the manufacturing shop floor. AIM's products and services limit production downtime by continuously securing critical data and optimizing recovery.

ABOUT VISUALVAULT TECHNOLOGIES INC.

VisualVault Technologies Inc. is a Vancouver British Columbia corporation that operates owns and operates the VisualVault™ brand of software as a service (SaaS) and platform as service (PaaS) document management and compliance solutions. VisualVault provides unique services for document management and compliance across a broad range of vertical markets.

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

Van H. Potter, President and CEO, Director

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.

CNSX does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Manuweb Software Systems, Inc.
    Brian Cameron
    CFO
    602-865-9356