MOSAID Technologies Inc.

MOSAID Technologies Inc.

September 26, 2011 09:01 ET

MOSAID Provides Update on Value-Enhancing Process and Urges Shareholders Not to Tender to Inadequate Wi-LAN Takeover Bid

OTTAWA, ONTARIO--(Marketwire - Sept. 26, 2011) - MOSAID Technologies Inc. (TSX:MSD) today updated shareholders on the value-enhancing process being undertaken by the Special Committee and its advisors and urged shareholders not to tender their shares to Wi-LAN's inadequate takeover bid.

"We are actively exploring and evaluating a broad range of potential value-enhancing alternatives," said Carl Schlachte, Chairman of the Board and Special Committee of MOSAID. "With 90.3% of the vote in favour, our shareholders overwhelmingly approved our shareholder rights plan last Thursday with a view to giving us more time to continue in this process. We urge shareholders not to cut this process short by tendering to Wi-LAN's inadequate bid."

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. MOSAID and its financial advisors are in discussions with a significant number of parties with respect to these options. MOSAID has entered into confidentiality and standstill agreements with many of these parties who, as part of their diligence, have been having discussions with management and examining the confidential information in MOSAID's data room. Although it is impossible to predict whether any transactions will emerge from this process, the Special Committee is encouraged by its progress to date. It will still take time, however, to determine which option is best for MOSAID and its shareholders, and to then execute on that option.

Among the many reasons to reject Wi-LAN's offer are its clear inadequacy and its highly opportunistic timing and terms. By keeping its bid open for just 36 days and commencing in late August, Wi-LAN has opportunistically compressed the time frame in which MOSAID, its shareholders and other interested parties might consider alternatives.

MOSAID advises its shareholders to provide it with additional time by not tendering to Wi-LAN's offer, and withdrawing 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 and

Forward-Looking Information

This document contains forward-looking statements to the extent they relate to MOSAID or its management, including those identified by the expressions "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "will," "would" and similar expressions. Similarly, statements in this document that describe MOSAID's business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. These forward-looking statements are not historical facts, but rather reflect MOSAID's current expectations regarding future events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results, performance or achievements to differ materially from those in such forward-looking statements. Assumptions made in preparing forward-looking statements and financial guidance include, but are not limited to, the following: MOSAID's continued expansion of its patent portfolio and of its opportunities for future patent licensing revenue as a result of MOSAID's acquisition of patents from third parties and from development of new inventions; manufacturers and product vendors continuing to infringe MOSAID's patents; the timing and amount of MOSAID's litigation expenses; MOSAID's ability to sign new patent licensees; current assumptions as to the identification of products that are unlicensed to MOSAID's wireless patents; and the timing and amount of MOSAID's Research & Development expenses.

Factors that could cause actual results to differ materially from expected results include, but are not limited to, MOSAID's ability to negotiate settlements with licensees; legal rulings and/or regulatory investigations or complaints having an adverse impact on the validity, enforceability, potential royalty rates, and strength or breadth of coverage of MOSAID's essential and/or nonessential patents (including, but not limited to, adverse results from litigation or proceedings in patent offices and government regulatory agencies in various countries around the world); a change in control or failure to meet a minimum royalty milestone (in each case, pursuant to the terms of the Royalty Participant Agreement) that requires MOSAID to assign the Core Wireless Patents to a third party; judicial, legislative or regulatory changes that impair the ability of patent holders to earn licensing revenues; worldwide economic conditions and demand for technology products; economic, social, and political conditions both globally and in the countries in which MOSAID or patent licensees operate, including conflict, war and, other security risks, health conditions, possible disruptions in transportation networks and fluctuations in foreign currency exchange rates; non-payment or delays in payment by, or insolvency of, licensees or other debtors; variability in patent licensees' sales of licensed products; failure to maintain and enforce MOSAID's existing patent portfolio, or failure to obtain valuable patents as a result of R&D activities, or failure to acquire valuable patents from third parties; MOSAID's ability to recruit and retain skilled personnel; change in MOSAID's financial position; consolidation of MOSAID's licensees; natural events, such as severe weather and earthquakes in the locations in which MOSAID or patent licensees operate; and changes in the tax rate applicable to MOSAID as the result of changes in the tax law in the jurisdictions in which profits are determined to be earned and taxed, the outcome of tax audits and the ability to realize deferred tax assets. Additional information concerning these and other factors can be found beginning on page 30 of MOSAID's Management's Discussion and Analysis for the fiscal year ended April 30, 2011 under the heading "Risks and Uncertainties" and also on page 10 of MOSAID's annual information form for the year ended April 30, 2011, each of which is available on SEDAR at

MOSAID disclaims any intention or obligation (except as required by applicable law) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, or to comment on any analyses, expectations or statements of third parties concerning any forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. No forward-looking statement is a guarantee of future results.

Contact Information

  • Investor and Media Inquiries
    Michael Salter
    Senior Director, Investor Relations and
    Corporate Communications
    613-599-9539 x1205