OTTAWA, Ontario - July 11, 2005 - MOSAID Technologies Incorporated (TSX:MSD) today announced that its Board of Directors has adopted a shareholder rights plan (the "Rights Plan").
The objectives of the Rights Plan are to ensure, to the extent possible, that all MOSAID shareholders are treated equally and fairly in connection with any take-over bid for the Corporation. The Rights Plan is intended to discourage discriminatory, coercive or unfair take-over bids and gives MOSAID's Board of Directors time to pursue alternatives to maximize shareholder value in the event of an unsolicited take-over bid.
The Rights Plan was not adopted in response to, or in contemplation of, any specific proposal to acquire control of the Corporation nor did MOSAID's Board of Directors adopt the Rights Plan to prevent an acquisition of the Corporation, to secure the continuance of management or the directors in their respective offices or to deter fair offers for MOSAID's common shares. The Rights Plan is similar to shareholder rights plans recently adopted by other Canadian companies and approved by their shareholders.
Under the terms of the Rights Plan, one right has been issued and attached to each common share of the Corporation issued and outstanding as of July 8, 2005. These rights will become exercisable only when a person, including any party related to it, acquires or announces its intention to acquire twenty percent or more of MOSAID's outstanding common shares without complying with the "Permitted Bid" provisions of the Rights Plan or without approval of MOSAID's Board of Directors. Under the Rights Plan, bids that meet certain requirements intended to protect the interest of all shareholders are deemed to be "Permitted Bids." Permitted Bids must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and remain open for sixty days.
In the event a take-over bid does not meet the Permitted Bid requirements of the Rights Plan, the rights will entitle shareholders, other than any shareholder or shareholders making the take-over bid, to purchase additional common shares of MOSAID at a substantial discount to the market price at the time.
The Rights Plan requires confirmation by MOSAID shareholders within six months of the Rights Plan's effective date, being July 8, 2005. It is intended that the Rights Plan will be considered by MOSAID shareholders at the annual meeting of shareholders tentatively scheduled for September 16, 2005. If approved, the Rights Plan will be in effect for a period of nine years, subject to being reconfirmed by the Corporation's shareholders every three years.
A complete copy of the Rights Plan will be filed with Canadian Securities Administrators and will be available at www.sedar.com.
MOSAID Technologies Incorporated makes memory better through the development and licensing of intellectual property and the supply of memory test and analysis systems to semiconductor manufacturers, foundries and fabless semiconductor companies around the world.
Founded in 1975, MOSAID is based in Ottawa, Ontario, Canada, with offices in Santa Clara, California; Newcastle upon Tyne, U.K; and Tokyo, Japan. For more information, visit the Company's web site at www.mosaid.com.