"We again caution shareholders to not be misled by Wi-LAN's spin," said Carl P. Schlachte, Chairman of the Board and Special Committee of MOSAID. "Wi-LAN's newest mischaracterizations are a continuation of its efforts to drive down MOSAID's value for its own self interest."
"We would have expected Wi-LAN to have publicly disclosed the number of shares tendered to its bid had it been a significant number," added Mr. Schlachte. "Shareholders support our active process to explore alternatives to Wi-LAN's offer. Such support was evident last week at our annual meeting, when MOSAID shareholders overwhelmingly approved our shareholder rights plan, with 90.3% of the vote in favour."
In MOSAID's view, Wi-LAN makes a number of new misleading statements in its notice of extension and repeats several other statements that MOSAID, in its news release of September 12, 2011, has already shown to be misleading and inaccurate based on objectively verifiable facts. Wi-LAN's newest mischaracterizations provide further evidence that shareholders should not take Wi-LAN's statements at face value.
As just one new example, Wi-LAN incorrectly states in its notice that MOSAID has been "inconsistent" with regard to expected sales for wireless devices unlicensed to MOSAID's Core Wireless patents. To the contrary, MOSAID has been fully consistent in its public statements, which are that such sales could reach US$500 billion over five years and US$1 trillion over ten years. Wi-LAN cited the two values as an inconsistency, but fails to mention that they had different time frames.
Another example of Wi-LAN's efforts to devalue MOSAID is the two new conditions that Wi-LAN has added to its already highly conditional offer. These conditions are tied to two positive recent MOSAID transactions that Wi-LAN, out of obvious self-interest, portrays as adverse. These conditions serve no other purpose, as the unreasonable and discretionary nature of the original conditions to Wi-LAN's offer already gave Wi-LAN a free option to not proceed.
As mentioned in MOSAID's Directors' Circular, MOSAID simply cannot comply with conditions that preclude MOSAID from running its business in the ordinary course. MOSAID noted that one such Wi-LAN condition cannot be, and has not been, met. Despite this, WI-LAN has neither amended nor waived this condition in its notice of extension.
The Special Committee reiterates its belief that shareholders can realize substantial shareholder value, in excess of Wi-LAN's offer, through the broad range of options that it is exploring. While it is impossible to predict whether any transactions will emerge from this process, MOSAID and its financial advisors are in detailed discussions with a significant number of parties, including strategic and financial entities, with respect to the options being explored.
MOSAID continues to advise its shareholders not to tender to Wi-LAN's inadequate offer, and to withdraw any shares that have already been tendered. MOSAID encourages shareholders to read the Directors' Circular dated September 6, 2011 for further details as to why the Board unanimously recommends that shareholders reject Wi-LAN's bid.
About MOSAID
MOSAID Technologies Inc. is one of the world's leading intellectual property companies. MOSAID licenses patented intellectual property in the areas of semiconductors and communications, and develops semiconductor memory technology. MOSAID counts many of the world's largest technology companies among its licensees. Founded in 1975, MOSAID has offices in Ottawa, Ontario, Plano, Texas and Luxembourg. For more information, please visit www.mosaid.com and http://investorchannel.mosaid.com.
Forward-Looking Information
This document contains forward-looking statements to the extent they relate to MOSAID or its management, including those identified by the expressions "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "will," "would" and similar expressions. Similarly, statements in this document that describe MOSAID's business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. These forward-looking statements are not historical facts, but rather reflect MOSAID's current expectations regarding future events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results, performance or achievements to differ materially from those in such forward-looking statements. Assumptions made in preparing forward-looking statements and financial guidance include, but are not limited to, the following: MOSAID's continued expansion of its patent portfolio and of its opportunities for future patent licensing revenue as a result of MOSAID's acquisition of patents from third parties and from development of new inventions; manufacturers and product vendors continuing to infringe MOSAID's patents; the timing and amount of MOSAID's litigation expenses; MOSAID's ability to sign new patent licensees; current assumptions as to the identification of products that are unlicensed to MOSAID's wireless patents; and the timing and amount of MOSAID's Research & Development expenses.
Factors that could cause actual results to differ materially from expected results include, but are not limited to, MOSAID's ability to negotiate settlements with licensees; legal rulings and/or regulatory investigations or complaints having an adverse impact on the validity, enforceability, potential royalty rates, and strength or breadth of coverage of MOSAID's essential and/or nonessential patents (including, but not limited to, adverse results from litigation or proceedings in patent offices and government regulatory agencies in various countries around the world); a change in control or failure to meet a minimum royalty milestone (in each case, pursuant to the terms of the Royalty Participant Agreement) that requires MOSAID to assign the Core Wireless Patents to a third party; judicial, legislative or regulatory changes that impair the ability of patent holders to earn licensing revenues; worldwide economic conditions and demand for technology products; economic, social, and political conditions both globally and in the countries in which MOSAID or patent licensees operate, including conflict, war and, other security risks, health conditions, possible disruptions in transportation networks and fluctuations in foreign currency exchange rates; non-payment or delays in payment by, or insolvency of, licensees or other debtors; variability in patent licensees' sales of licensed products; failure to maintain and enforce MOSAID's existing patent portfolio, or failure to obtain valuable patents as a result of R&D activities, or failure to acquire valuable patents from third parties; MOSAID's ability to recruit and retain skilled personnel; change in MOSAID's financial position; consolidation of MOSAID's licensees; natural events, such as severe weather and earthquakes in the locations in which MOSAID or patent licensees operate; and changes in the tax rate applicable to MOSAID as the result of changes in the tax law in the jurisdictions in which profits are determined to be earned and taxed, the outcome of tax audits and the ability to realize deferred tax assets. Additional information concerning these and other factors can be found beginning on page 30 of MOSAID's Management's Discussion and Analysis for the fiscal year ended April 30, 2011 under the heading "Risks and Uncertainties" and also on page 10 of MOSAID's annual information form for the year ended April 30, 2011, each of which is available on SEDAR at www.sedar.com.
MOSAID disclaims any intention or obligation (except as required by applicable law) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, or to comment on any analyses, expectations or statements of third parties concerning any forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. No forward-looking statement is a guarantee of future results.
Contacts: Investor and Media Inquiries Michael Salter Senior Director, Investor Relations and Corporate Communications 613-599-9539 x1205 Email Contact
