MOSAID Board Unanimously Recommends That Shareholders Reject Wi-LAN's Hostile Takeover Bid
08-Sep-2011
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OTTAWA, Ontario - MOSAID Technologies Incorporated announced in a press release that its Board of Directors, on the recommendation of its Special Committee, unanimously determined to recommend that shareholders reject the unsolicited offer by Wi-LAN to acquire MOSAID for $38 in cash per share and that shareholders not tender their shares to the Wi-LAN offer.
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 16.4% 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.
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 technologies, 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. For more information, visit www.mosaid.com and the InvestorChannel.mosaid.com.