OTTAWA, CANADA — (Marketwire) — 09/09/11 — Wi-LAN Inc. (“WiLAN” or the “Company”) (TSX: WIN)(TSX: WIN.DB) (NASDAQ: WILN) today announced its disappointment with the recommendation made by the Board of Directors of MOSAID Technologies Incorporated (“MOSAID”) to reject WiLAN-s all-cash offer of C$38.00 per MOSAID share (the “Offer”).
The MOSAID Board of Directors has urged MOSAID shareholders to reject WiLAN-s all-cash Offer on the basis that MOSAID-s current business plan will deliver superior value. MOSAID-s assertions of superior value are based on:
A number of important factors regarding the Core Wireless Agreement may negatively affect shareholder value:
Without further disclosure and clarity about the full financial impact of the Core Wireless Agreement, the amount of cash available to be paid to MOSAID shareholders by any potential acquirer, including WiLAN, is likely to be materially and negatively affected. WiLAN-s management currently believes that the Core Wireless Agreement is not attractive from a financial or business perspective, however, the lack of public disclosure of key terms of that agreement make it difficult to arrive at a definitive conclusion.
About WiLAN
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: .
Forward-looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other United States and Canadian securities laws, including statements relating to WiLAN, WiLAN-s formal offer to acquire all of the outstanding common shares of MOSAID (together with associated rights issued and outstanding under MOSAID-s shareholder rights plan) (the “Offer”) and any anticipated benefits to WiLAN resulting from the proposed acquisition of MOSAID. The phrases “may”, “believes”, “would limit”, “potential”, “could have”, “is likely”, “would be”, “intent” and similar terms and phrases are intended to identify these forward-looking statements. Forward-looking statements and forward-looking information are based on estimates and assumptions made by WiLAN in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that WiLAN believes are appropriate in the circumstances.
Many factors could cause WiLAN-s actual performance or achievements to differ materially from those expressed or implied by the forward-looking statements or forward-looking information. Such factors include, without limitation: (1) the risks described in WiLAN-s August 3, 2011 management-s discussion and analysis of financial condition and results of operations relating to its 3 and 6 months ended June 30, 2011 (the “MD&A”) starting at page 29 of the MD&A; (2) the risks described in WiLAN-s March 1, 2011 annual information form for the year ended December 31, 2011 (the “AIF”) starting at page 13 of the AIF; and (3) the risks described below relating to the acquisition of MOSAID pursuant to the Offer as more fully discussed in WiLAN-s September 2, 2011 final short-form prospectus relating to its offering of 6.00% extendible convertible unsecured subordinated debentures (the “Final Prospectus”) starting at page 30 of the Final Prospectus:
Copies of each of the MD&A and AIF may be obtained at or and copies of the Final Prospectus may be obtained at . WiLAN recommends that readers review and consider all of these risk factors and notes that readers should not place undue reliance on any of WiLAN-s forward-looking statements. WiLAN has no intention and undertakes no obligation to update or revise any forward-looking statements or forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
All trademarks and brands mentioned in this release are the property of their respective owners.
Contacts:
Kathryn Hughes
Director, Marketing & Communications
O: 613.688.4897
C: 613.898.6781
E:
Tyler Burns
Director, Investor Relations
O: 613.688.4330
C: 613.697.0367
E:
Kingsdale Shareholder Services Inc.
O: 1.866.581.1477
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