Vringo Registers to Sell Stock, Announces Merger (VRNG, GOOG, IACI, GCI, TGT)

Vringo Inc. (AMEX: VRNG) has filed a Form S-3 with the US Securities and Exchange Commission announcing the sale of 2.76 million shares of the company’s stock on behalf of existing shareholders. Vringo’s shares closed on Friday at $1.66.

The Form S-3 also details a merger between Vringo and privately held Innovate/Protect Inc., an intellectual property firm that holds eight patents acquired from Lycos, one of the early entrants in the web search field. The deal is essentially a reverse merger, with Innovate/Protect shareholders eventually owning about 55% of the merged company.

Innovate/Protect filed a patent infringement lawsuit in September 2011 against Google Inc. (NASDAQ: GOOG), a division of IAC Interactive (NASDAQ: IACI), Gannett Co. Inc. (NYSE: GCI), and Target Corp. (NYSE: TGT) for infringing on two of the company’s patents. From the S-3:

The patents relate to relevance search technology that is used in the search engine industry to produce better search results, and has also become the dominant technology used in search advertising to position high-quality advertisements. Through the strategic combination with Innovate/Protect, we expect to substantially increase our intellectual property portfolio, add significant talent in technological innovation, and be positioned to potentially enhance our opportunities for revenue generation through the monetization of the combined company’s assets.

Whether or not Vringo/Innovate/Protect can prove its case remains to be seen, but it’s targeting some pretty deep pockets that might be more than willing to settle than to fight it out in court.

The full filing is available here.

Paul Ausick