The basis for the Board's recommendation with respect to the Wi-LAN offer is contained in a Directors' Circular which will be available free of charge on MOSAID's company website and at www.sedar.com. The Directors' Circular is also being mailed to shareholders.
"Even before MOSAID acquired the Core Wireless patents, Wi-LAN's offer was clearly inadequate and highly opportunistic - it is only more so now," said Carl P. Schlachte, Chairman of the Board, MOSAID.
On September 1, 2011, MOSAID announced the acquisition of Core Wireless Licensing S.a.r.l., a Luxembourg company that holds a portfolio of 400 patent families, consisting of approximately 2,000 wireless patents and patent applications originally filed by Nokia, 1,215 of which have been declared essential to 2G, 3G, and 4G standards. These patents have remaining lives of 10 years, on average, and cover 49 different countries. MOSAID conservatively estimates that revenues from licensing, enforcing and monetizing this wireless portfolio will surpass MOSAID's total revenue of approximately $1 billion since its formation in 1975. MOSAID bases this revenue estimate in part on the anticipated worldwide sales by unlicensed wireless device manufacturers of US$500 billion of mobile handsets and smartphones over the next five years, and an extrapolation of sales of such devices for the remainder of the lives of the patents.
"Through the execution of a stepped-up patent licensing and litigation strategy and the acquisition of the Core Wireless patents, MOSAID is on the threshold of the most significant period of value creation potential in its history. Shareholders will determine in the coming weeks whether they will share in the potential upside of this value enhancement, or see that value captured exclusively by Wi-LAN in exchange for Wi-LAN's highly opportunistic offer of just $38 in cash per share. We urge shareholders to reject Wi-LAN's inadequate offer."
Board's Reasons
The Board believes that the Wi-LAN offer is highly opportunistic and constitutes an attempt by Wi-LAN to acquire MOSAID without offering adequate consideration to MOSAID shareholders. The Board cited a number of reasons for its recommendation, including the following:
1. The Wi-LAN offer fails to adequately compensate MOSAID shareholders for
MOSAID's prospects for significant growth and shareholder value creation
by reflecting neither the full value of MOSAID's pre-existing licensing
programs and litigation initiatives nor the significant potential for
value creation in the recently-acquired Core Wireless patents. In
addition, the trading multiple implied by the Wi-LAN offer values MOSAID
below the trading multiples of its peers.
2. Significantly more value can be created for shareholders through
continued execution of MOSAID's business plan as a standalone company or
by seeking alternatives to the Wi-LAN offer.
3. The Wi-LAN offer has been rejected by MOSAID's largest shareholder and
all of MOSAID's directors and officers who, in the aggregate, hold
approximately 16.7% of the outstanding Shares on a fully diluted basis.
4. The Wi-LAN offer of $38 per share represents an inadequate premium for
control and a discount of 8.28% to the closing price of the shares on
the last day of trading prior to the date of the Directors' Circular.
5. Barclays Capital Canada Inc. and GMP Securities L.P., the financial
advisors to the Special Committee, have each delivered a written opinion
that the consideration under the Wi-LAN offer is inadequate from a
financial point of view to shareholders.
6. The timing and terms of the Wi-LAN offer are highly opportunistic and
disadvantageous to MOSAID shareholders.
7. The Wi-LAN offer is not a firm offer due to the unreasonable and
discretionary nature of its conditions that provide Wi-LAN the option,
in its sole discretion, not to proceed.
8. The Wi-LAN offer is at a material discount to analysts' net asset value
estimates.
The full reasons for the MOSAID Board's recommendation that shareholders reject the Wi-LAN offer are detailed in the Directors' Circular. MOSAID urges shareholders to read the complete Directors' Circular and reject the Wi-LAN offer by not tendering their shares. Shareholders who are in doubt as to how to respond to the Wi-LAN offer should consult with their investment dealer, stockbroker, lawyer or other professional advisor.
Enquiries concerning information the Directors' Circular should be directed to MOSAID's information agent, Georgeson Shareholder Communications Canada Inc., at 1-888-605-7632 or Email Contact.
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 and 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; DRAM manufacturers 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 .
