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Visium Pursues Threat Surface Solutions Group (TSSG) Acquisition, But…

Visium Technologies (VISM) intends to acquire Threat Surface Solutions Group (TSSG), a provider of test and measurement (T&M), test and evaluation (T&E), cybersecurity, and risk mitigation solutions.

So far, the proposed deal involves a non-binding letter of intent. Financial terms for the potential deal have not been disclosed.

TSSG’s Cyber Physical Test Bench has three primary components:

  1. A Network Application Test and Validation Engine (NATVE) — which is a PERL/Java/SQL based software suite designed to facilitate large-scale TCP/IP network communications testing
  2. LabVIEW Dashboard Integration
  3. The NIST Cyber Security Framework.

Visium: SEC Filings Reveal Challenges

Publicly, the two companies position the proposed deal as a combination of “two established leaders in the IT space.” However, SEC filings reveal that Visium faces major financial challenges. Moreover, Visium has  a long track record of name changes and business focus shifts.

Among the key moves to note:

  • Visium was originally incorporated in Nevada in October 1987, according to an SEC filing.
  • The company was formerly known as Jaguar Investments between October 1987 and May 2003;
  • Power2Ship between May 2003 and November 2006;
  • Fittipaldi Logistics  between November 2006 and December 2007; and
  • NuState Energy Holdings between December 2007 and March 5, 2018.

Fast forward to May 2018, and Visium’s business appears to be at risk. According to an SEC filing from that month:

  • For the nine months ended March 31, 2018 the company had a net loss of $697,526;
  • net cash used in operating activities of $44,87 4; and
  • negative working capital of approximately $4.5 million.

Visium’s SEC filing also stated:

“These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing…. “Management is seeking to identify an operating company and engage in a merger or business combination of some kind or acquire assets or shares of an entity actively engaged in a business that generates sustained revenues.”

Visium and TSSG: Winning Business Combination?

Despite those self-declared challenges, Visium predicts the proposed TSSG business combination will be a winner.

In a prepared statement, Visium CEO Mark Lucky said:

“This is an excellent match with the Visium strategy of building a world-class technology company focused on cybersecurity, IoT, and mobility solutions. TSSG offers expert services not only in the technical niches that Visium offers but across broader IT solutions. It expands Visium’s reach across the IT enterprise.”

Assuming the buyout occurs, TSSG will operate as a wholly owned subsidiary of Visium led by TSSG Managing Director Kevin Anderson. In a prepared statement, Anderson said:

“We are extremely excited about the prospect of teaming up with Visium and for the potential of our combined organizations. We have significant near-term national and international revenue opportunities, and it is our desire to effect the closing of this transaction in the near future. Our engineering services team’s technical expertise and success with project management, coupled along with Visium’s technology and solutions will create a seamless synergy.”

Still, Anderson’s LinkedIn profile is notoriously vague and doesn’t mention any previous industry experience. Skeptics might wonder what he did before this proposed deal was announced…

Meanwhile, Visium also claims to be developing  an eDiscovery and analytics product that will be released in the near future. Plus, the company has a collaboration agreement with Waverley Labs. Together the firms are developing a digital risk reduction capability based on Waverly’s software defined perimeter technology. Visium says the solution will reach customers in early fiscal 2019.

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