OTTAWA, Canada – September 28, 2011 – Wi-LAN Inc. (“WiLAN” or the “Company”) (TSX:WIN) (NASD:WILN) today announced that it has extended its Offer to acquire MOSAID Technologies Incorporated (“MOSAID”) to 5:00 pm Eastern Time on October 14, 2011, unless further extended or withdrawn. WiLAN will file its Notice of Extension and Variation with Canadian regulatory authorities and mail copies to all MOSAID shareholders. WiLAN today also filed an Application with the Ontario Securities Commission to have MOSAID’s Shareholder Rights Plan cease traded.
During the extension period, WiLAN will continue to work with the relevant regulatory authorities to obtain all required approvals for the MOSAID acquisition.
Under the terms of the Offer, WiLAN proposes to acquire all of the outstanding common shares of MOSAID (the “MOSAID Shares”) for 100% cash consideration of C$38.00 in cash per MOSAID Share.
Also, as outlined in WiLAN’s Notice of Extension and Variation filed today, WiLAN has amended the conditions of the Offer in light of the recently announced Confidential Royalty Participant Agreement between MOSAID, Core Wireless Licensing S.a.r.l. (a recently acquired wholly-owned subsidiary of MOSAID), Nokia Corporation and Microsoft Corporation. It is now a condition of the Offer that no covenants, terms or conditions of the Core Wireless transaction, including those that have not been publicly disclosed as of September 28, 2011, exist which could have a material adverse effect.
The Notice of Extension and Variation also outlines concerns relating to recent developments, including MOSAID’s recent US$11 million sale of unidentified patents. WiLAN believes that given the limited disclosure in MOSAID’s announcement relating to this sale of patents, neither WiLAN nor any other MOSAID Shareholder has been afforded the opportunity to assess fairly the nature or transfer of value of the sale. This, and any similar future transactions, would require WiLAN to re-evaluate its Offer in light of the possible negative impact on MOSAID’s value. An additional amendment allows WiLAN to assess the impact on MOSAID’s value of this sale of patents.
WiLAN’s Notice of Extension and Variation of Offer to acquire MOSAID can be downloaded at www.sedar.com.
WiLAN, founded in 1992, is a leading technology innovation and licensing company. WiLAN has licensed its intellectual property to over 250 companies worldwide. Inventions in our portfolio have been licensed by companies that manufacture or sell a wide range of communication and consumer electronics products including 3G and 4G handsets, Wi-Fi-enabled laptops, Wi-Fi and broadband routers, xDSL infrastructure equipment, cellular base stations and digital television receivers. WiLAN has a large and growing portfolio of more than 1400 issued or pending patents. For more information: www.wilan.com.