OTTAWA, Ontario - September 30, 2011 - MOSAID Technologies Inc. (TSX:MSD) today addressed the many mischaracterizations made by Wi-LAN Inc. in its notice to extend its hostile and inadequate bid to acquire MOSAID.
"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.
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 .