Boston – March 1, 2012 – The SEC has completed its review
of Worlds Online Inc.'s Form 10 registration statement for the spinoff
of Worlds Inc.'s (OTCBB: WDDD) online and operational technologies business
into Worlds Online, enabling the spin-off to proceed. Worlds Inc.
(formerly known as Worlds.com Inc.) will spinoff approximately 80% of its
shares of Worlds Online through a dividend distribution to its shareholders
of record on the close of business on May 16, 2012. It is anticipated that
shares of Worlds Online will begin trading publicly on the Over-the-Counter
Bulletin Board (OTCBB) within two weeks of the dividend distribution.
With the dividend distribution, each Worlds Inc. shareholder will receive one
common share of Worlds Online for three Worlds Inc. common shares held at the
close of business on May 16, 2012. Fractional shares will not be issued and will
be rounded up to the nearest whole number. It is anticipated that following the
distribution, Worlds Inc. will continue to own slightly less than 20 percent of
the common shares of Worlds Online. The dividend will not impact the number of
shares outstanding for Worlds Inc. nor any shareholders’ holding of Worlds Inc.
shares. The Company believes that the distribution has been structured to qualify
as a tax-free dividend to Worlds Inc. shareholders for U.S. federal income tax
purposes, but shareholders are urged to consult with their tax advisors as to the
specific tax consequences of the distribution.
“Worlds Inc has been making excellent progress in fulfilling the objectives we set
forth to our shareholders approximately a year ago,” said Worlds CEO, Thom Kidrin.
“As planned, we are completing the spinoff of Worlds Online and, in the past year,
we have received two patents and, most recently, two new patent allowances, which
will bring our total number of patents to seven, once issued.”
“This spinoff will help both companies pursue their separate strategies, which is expected
to increase shareholder value,” Kidrin stated. “Worlds Online will have greater flexibility
in operating and marketing its virtual worlds gaming technologies and services, pursuing
acquisitions and other business actions, while Worlds Inc. can continue to build, protect
and monetize its intellectual property (IP) portfolio without impacting the other entity.
Worlds Online will be free to engage in business development efforts completely independently,
while their clients will still have the opportunity to use Worlds Inc.’s patented virtual worlds
technologies at very favorable rates. We believe this will provide a competitive advantage for
Worlds Online and its clients, while insulating them from the vagaries of the IP law environment.”
No action is required by Worlds Inc. shareholders to receive their Worlds Online common shares. Worlds Inc.
will mail to its shareholders of record the Form 10 Registration Statement of Worlds Online Inc. along with
each shareholders’ stock certificate of Worlds Online Inc. Shareholders may direct questions to Worlds Inc.’s
investor relations agency.