21.07.2008 21:21:00
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Letter to Shareholders from Patriot Scientific President/CEO Rick Goerner
Patriot Scientific Corp. (OTCBB:PTSC) today issued the following letter
to all shareholders.
To all shareholders and supporters of Patriot Scientific Corporation,
the purpose of this letter is to update you on activities at the
Company. It is my intention to provide periodic communication to our
shareholders through these letters as a means to provide insight to you
on topical issues and to provide a uniform status report on activities
at the Company.
In this letter I’d like to focus on three
topics:
1. An update on activities to expand Patriot’s
future business direction
2. Our plan to improve our investor relations (IR) and public relations
(PR)
3. A timetable for some important future Patriot events.
Positioning Patriot for Future Growth
I’d like to update you on some of the projects
that we are working on to position Patriot for the future. As outlined
in previous letters, the blueprint for the future consists of three
areas of focus, generally in networking, wireless or software:
1. Evaluate expansion of Patriot’s IP
portfolio by acquiring new IP to build on the future revenues of the MMP™
portfolio:
As reported in my June 16 MMP™ portfolio
update, the TPL/Alliacense licensing effort remains active. This
activity is evidenced by recent MMP™ portfolio
license announcements with Hoya Corporation and Robert Bosch, a major
international automotive parts supplier. Bosch was our thirteenth MMP™
portfolio licensee of 2008.
Additionally, last month Patriot announced the expansion of its IP
licensing efforts into power management through an agreement with
NuPOWER Semiconductor. The NuPOWER IP (NUSEM) licensing efforts will
focus on enabling customers to improve the performance, accuracy and
efficiency of next generation power management architectures. Working
closely with NuPOWER, we have made initial contacts with customers. The
objective of the initial validation phase’s
activities is to pursue the NUSEM licensing effort in two ways. First,
to create reference design specifications with major microprocessor chip
suppliers which feature tighter power specifications for improved
performance and yield. Secondly, to enable implementation of the NuPOWER
technology in new ICs designed at major power management IC providers.
NuPOWER has recently filed new continuation patent applications and
Patriot will be a co-assignee of the new patents, if approved by the
USPTO. We believe that NuPOWER’s technology
may help Patriot develop additional royalty revenue stream opportunities.
While we are continuing to evaluate other IP portfolios, we have turned
down more opportunities than we have decided to pursue based on the
viability of customer licensing prospects, market assessments, technical
support needs and the economic return to Patriot.
I will continue to provide periodic updates on our progress.
2. Pursue minority investments, undertaken as a strategic investor, in
certain early-stage revenue or technology ventures that currently do not
support a full acquisition decision at this time, but that represent a
technology or capability of interest to Patriot:
On July 31 we expect to close our previously announced plan to increase
Patriot’s holdings in Talis Data Systems.
Patriot will directly acquire the shares of Talis held by SSDI, provide
a direct cash investment to Talis, and buy-out certain minority
shareholders to increase Patriot’s direct
holdings to more than 40%.
Pre-production samples of Talis’ Datagent
multi-domain hardware unit have been assembled and, after testing and
design validation, Talis expects to begin sampling to customers late
this summer. Talis projects initial revenues later this year through an
expanding network of system integration partners such as Synnex and
Arrow.
As previously reported, multi-domain interconnectivity among various
government agencies is Priority #1 for the Homeland Security Agency. The
Talis unit’s security capabilities have been
tested and validated by the NIST/NSA National Information Assurance
Partnership (NIAP) Validation Process at an EAL 4 assurance level.
Patriot’s 46% investment in SSDI, a
manufacturer of secure cabling enclosures for security installations,
also targets government and defense agencies. SSDI’s
products are marketed under the Holocom Network’s
brand and SSDI is forecasting continued growth and profitability into
fiscal 2009.
Patriot has also presented and accepted a term sheet to acquire, in
exchange for cash, nearly 20% of a networking provider of software to
facilitate the transfer of video content to mobile devices. The term
sheet outlined a small initial investment (which we have recently
funded) and a second, larger, tranche that is subject to additional due
diligence which we expect to complete by the end of August. Industry
projections indicate that video-enabled handsets will increase from less
than 5% today to more than 70% by 2011. We believe the company has
differentiated technology and has recently contracted field trials with
several major international carriers that will be launched before the
end of 2008. I will provide more information on this opportunity in
future updates as we move through the due diligence process. The company’s
technology is a direct hit in our target to pursue software, wireless
and networking technology.
In each of these contemplated transactions, Patriot receives the right
to designate at least one member of the Board of Directors.
We have several other opportunities under review and will update you on
progress in future reports.
3. Full Merger and Acquisition (M&A) opportunities:
Following last month’s announcement of the
signing of a non-binding MOU, we have continued to make progress in both
due diligence and in the negotiation of a definitive agreement, in our
efforts to acquire a differentiated software provider. If we are
successful, I expect to announce the completion of the transaction by
the end of September. We believe this transaction will provide synergy
to other activities that Patriot is pursuing.
Additionally, we expect to engage an investment banker in the next month
to help expand the list of opportunities for M&A and to facilitate
future M&A transactions by providing guidance and advice concerning deal
value, structure and integration strategies. We have identified three
other "companies of interest”
that would require the services of an investment banker.
We plan to utilize Patriot’s capital
resources (stock and cash) when considering the acquisition of any
operating business. While we expect to use Patriot stock as our chief
currency in any transaction, Patriot’s strong
cash position gives us a very solid negotiating position, especially in
discussions with companies who have limited access to operating capital.
I will continue to keep you advised of progress in subsequent updates or
when a transaction is finalized.
I would remind you that the acquisition process can be both complicated
and time consuming, and while we are moving forward, there can be "false
starts” resulting in no completed transaction
as a consequence of the due diligence review, failure to close on key
terms of the definitive agreement, changes in the business conditions of
either company and other factors.
We are also planning to hire an additional marketing and business
development person to support the expanded activity level associated
with the M&A effort, business planning and support of the implementation
of the NuPOWER IP licensing effort.
Improving Investor Relations (IR) and
Public Relations (PR)
It is my objective to continually improve the quality, uniformity and
responsiveness of our communications to shareholders, potential
investors and the marketplace. Toward that end, we have begun the
transition of Patriot’s IR and PR activities
to a new organization.
Effective July 28, 2008, we will handle all shareholder inquiries
in-house with an IR/PR resource working here in the Carlsbad office.
Bringing shareholder communications in-house will improve
responsiveness, and the quality of response to shareholder inquiries.
Contact information regarding shareholder inquiries will be posted on
Patriot’s website later this week.
We have engaged a new investor relations firm, Ibis Consulting Group of
Newport Beach, CA, effective August 1, 2008. Ibis will be responsible to
drive a more proactive investor relations program aimed at new equity
fund investors, both in the US and globally. Ibis will also handle
Patriot’s PR activities. I expect to be ready
to begin meetings with new equity investors to present Patriot’s
vision for the future starting next month. Ibis has a strong track
record of success working with companies, like Patriot, to introduce us
to new equity investors that can make a positive difference in our
future.
Timeline for Important Future Patriot
Events
Cliff, his staff and auditors are working fulltime on the company’s
10-K, required to be filed by August 14, 2008. This will cover results
for both Patriot’s fourth quarter and the
entire fiscal year, ending May 31, 2008.
We have begun planning the Company’s Annual
Shareholders Meeting to be held in Carlsbad, CA on October 30, 2008. The
venue for this year’s event will be the
Hilton Garden Hotel in Carlsbad. We will provide additional details
regarding timing, the proposed agenda and other necessary information by
late September. In the meantime, I would like to solicit input from you
regarding ideas for materials to consider for presentation and topics
that were well received in prior shareholder meetings.
One last comment on the recent depressed price of Patriot’s
shares – the overall market has seen a
significant retrenchment recently and Patriot has been no exception.
Unlike many other companies that are trading near historic lows, Patriot’s
balance sheet is solid, with cash, no debt and an evolving M&A strategy
that can enhance our future corporate viability. Patriot continues to
view its current share price as attractive and has actively maintained
its stock re-purchase activity throughout the quarter.
I am not satisfied that I have done enough to impress upon our existing
shareholders, and potential new investors, the strength of Patriot’s
transition story, the strength of our balance sheet, our ability to grow
from the solid base of the MMP™ portfolio and
the fact that we are beginning to execute to that plan. Ibis will assist
me in articulating that message to a broader audience.
I trust this letter has provided you with some additional information
regarding the status of key business initiatives at Patriot and I look
forward to sharing more information about our M&A activities in the near
future. Please feel free to send us your comments and any additional
questions. While this team has been together only 120 days, we are
making good progress with respect to our stated goals. I look forward to
gaining your support and trust, as we transition ahead and remain
excited about the opportunity to build a strong future for Patriot
Scientific.
Sincerely,
Rick Goerner
President/CEO
Patriot Scientific Corporation
Safe Harbor Statement under the Private Securities Litigation Reform
Act of 1995: Statements in this news release looking forward in time
involve risks and uncertainties, including the risks associated with the
effect of changing economic conditions, trends in the products markets,
variations in the company's cash flow, market acceptance risks, patent
litigation, technical development risks, seasonality and other risk
factors detailed in the company's Securities and Exchange Commission
filings. Moore Microprocessor Patent (MMP) and Alliacense are trademarks of
Technology Properties Limited (TPL). PTSC is a trademark of Patriot
Scientific Corporation. All other trademarks belong to their respective
owners.
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