TMM, Inc. TRUDEF™ Fractal Codec Team
WILMINGTON, DELAWARE -- July 24, 2012 - TMM, Inc. (Pink Sheet: TMMI) ("TMMI" or "the Company") is pleased to announce that the Company has made significant progress in updating the TRUDEF™ codec, raising funds, acquiring Digital Focus Inc., preparing Financial Statements and adopting bylaws changes.
TRUDEF™ Codec Advancement
The Company has made significant strides in updating the TRUDEF™ codec over the last nine months. The programming work has focused on updating and enhancing the Company's proprietary VDK 1.0 to 1.4 codec that Iterated Systems Inc. transferred to the Company in 1993. The Board of Directors has instructed the lead programmers to enlarge the team to speed up the progress towards a commercial product. The programming team will be expanded by up to an additional ten (10) programmers to further advance the TRUDEF™ codec. The majority of the proceeds raised through the latest private subscription offering will be used to fund an aggressive program to speed development of its TRUDEF™ fractal compression codec technology.
Private Subscription Offerings
The Company has successfully completed a private subscription offering initiated in April of 2012 which raised USD $1,206,500. The $0.10 per unit offering consisted of one share of TMMI common stock and one warrant to purchase one additional share of TMMI common stock at USD $0.15 per share for three (3) years. The proceeds of the offering will go toward the continuing development of TMMI's TRUDEF™ fractal compression codec technology and general working capital associated with gathering and organizing the Company's corporate governance documents and intellectual property records.
Acquisition of Digital Focus, Inc.
On June 8, 2012 the Company completed the strategic acquisition of the outstanding shares of Digital Focus, Inc., a California corporation. Digital Focus, Inc.'s sole asset is an exclusive worldwide license agreement to the PVS/SGI source code from Iterated Systems, Inc. acquired in March, 2000. All fees and taxes were paid on behalf of Digital Focus, Inc. to reinstate the corporation into good standing with the State of California. TMMI had also applied and received approval to change Digital Focus, Inc. from an S Corporation to a standard C Corporation. The Company will not be using the PVS/SGI codec and will only use the more robust VDK 1.0 to VDK 1.4 versions of the Fractal Codec for TRUDEF™ development.
The Company has prepared Financial Statements for year end 2010 and 2011 and the second quarter ending June 30, 2012. The Financial Statements have been compiled using historical data from reports prepared by the previous management of the Company along with the recent activity of the Company and the Shareholder Group which initiated the change in the Company's Board and management. These Financial Statements are preliminary and are based on the best information available at this time. As the discovery and review of certain historical documents continues any revisions will be updated in the next fiscal quarter. These Financial Statements have not been audited or reviewed and accordingly, no opinion or any other form of assurance is expressed on them.
By-Laws Modification & Shareholder Rights Plan
A majority of TMM, Inc.'s shareholders have recently approved the adoption of the Shareholder Rights Plan and a staggered ("Classified") Board. The Company's Board of Directors recommended adoption of these proposals to maximize shareholder value of the Company's common stock in the face of a hostile takeover threat to the Company that could arise sometime in the future.
Adoption of Shareholder Rights Plan
The terms of the Shareholder Rights Plan which are detailed in the Summary (www.tmmi.us) are designed to encourage any entity attempting a hostile takeover of the Company to negotiate with the Company's Board to achieve a fair and full price of the Company's common stock for all of its shareholders.
The Company's By-Laws now provide for a staggered or Classified Board by which its three Board members are elected in sequential years to hold office for staggered, three-year terms. This provision is intended to encourage any potential hostile takeover entity to negotiate with the Board to achieve a full and fair stock price for all shares. If such hostile takeover entity is not willing to negotiate a stock price with the Board, such entity will have to go through several years of election cycles in order to elect a majority of the three-person Board after acquiring a majority of the Company's common stock.
ON BEHALF OF THE TMMI BOARD OF DIRECTORS OF TMM, INC.:
GERARD V. CAVANAUGH
CHAIRMAN AND PRESIDENT
For more information, please visit the Company's Website at http://www.tmmi.us.
Safe Harbor Statement
The information in this release contains forward-looking statements which involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements, which may be identified by terminology such as "may," "should," "will," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "potential," "forecast," "project," or "continue," the negative of such terms or other comparable terminology. Readers should not rely on forward-looking statements as predictions of future events or results. Any or all of the Company's forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions, risks and uncertainties and other factors which could cause actual events or results to be materially different from those expressed or implied in the forward-looking statements. Factors may cause the Company's actual results to differ materially from any forward-looking statement. In addition, new factors emerge from time to time and it is not possible for the Company to predict all factors that may cause actual results to differ materially from those contained in any forward- looking statements. The Company disclaims any obligation to publicly update any forward-looking statements to reflect events or circumstances after the date of this document, except as required by applicable law.
118 School Road
Wilmington, DE 19803
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