Wi-LAN Inc.

Wi-LAN Inc.

March 24, 2005 09:00 ET

Wi-LAN Adopts Shareholder Rights Plan


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: WI-LAN INC.

TSX SYMBOL: WIN

MARCH 24, 2005 - 09:00 ET

Wi-LAN Adopts Shareholder Rights Plan

CALGARY, CANADA--(CCNMatthews - March 24, 2005) - Wi-LAN Inc. (TSX:WIN),
a global provider of market-leading broadband wireless communications
products and technologies and charter member of the WiMAX Forum(1),
announced today that its Board of Directors has adopted a Shareholder
Rights Plan (the "Plan"). The Plan is designed to ensure fair treatment
for all shareholders in the event of a takeover bid and to provide
shareholders and Wi-LAN's Board of Directors with adequate time to
evaluate any bid for the Company and to take steps to maximize
shareholder value in the event of any unsolicited take-over bid. Wi-LAN
previously had a shareholder rights plan in place, which expired in
April 2002. The Company is not aware of any contemplated takeover bid.

The terms of the Plan are consistent with the terms of plans adopted by
other Canadian public companies and with guidelines for such plans as
published by shareholder rights advocate groups. The Plan is subject to
the approval of the Toronto Stock Exchange and requires confirmation by
the shareholders of the Company within six months of the effective date
(being March 22, 2005). The Company intends to present the Plan at the
next meeting of shareholders, scheduled for May 19, 2005. If the
shareholders do not confirm the Plan at the meeting, the Plan and
associated rights will terminate and cease to be effective.

The rights issued to the shareholders under the Plan may be exercised
only when a person, including any related party, acquires or announces
its intention to acquire more than 20% of the outstanding common shares
of Wi-LAN without either complying with the "permitted bid" provisions
of the Plan or obtaining the approval of the Wi-LAN Board of Directors.
Should such an acquisition occur, each right would, upon exercise,
entitle a holder, other than the person pursuing the acquisition and
related parties, to purchase common shares of Wi-LAN at 50% discount to
the market price at the time.

Under the Plan, a permitted bid is a bid made to all shareholders which
is open for acceptance for no less than 60 days. If more than 50% of the
outstanding common shares of Wi-LAN, other than those owned by the
person pursuing the acquisition and related parties, have been tendered,
the person pursuing the acquisition may purchase and pay for the shares
but must extend the bid for a further 10 days to allow other
shareholders to tender. Under the permitted bid mechanism, shareholders
will have more time to consider the bid and any other options that may
be available before deciding whether or not to tender to the bid. The
Board of Directors will also have time to consider and pursue
alternatives and to make recommendations to shareholders.

About Wi-LAN Inc.

Wi-LAN is a global provider of broadband wireless communications
products and
technologies, offering businesses, including telecom service providers,
and government enterprises effective, economic and secure wireless
high-speed communications solutions. Wi-LAN specializes in high-speed
Internet access, data network extension, wireless Voice-over-IP, and
wireless data and telephony backhaul, utilizing its high quality
products and industry-leading technologies. Wi-LAN's broadband wireless
solutions feature an all-inclusive 2-year parts and labor warranty and
are supported by 24/7 customer service.

Wi-LAN believes its portfolio of patents, including its core W-OFDM
patents and 17 patents and patent applications acquired from Ensemble
Communications in May 2004, are necessary for the implementation of
devices using the IEEE 802.16 WirelessMAN Standard(1) and the ETSI BRAN
HiperMAN(1) standard (the WiMAX Forum(1) standards). As well, Wi-LAN's
W-OFDM patents are believed to be required for the implementation of
devices using the IEEE standards 802.11a and 802.11g (the 2nd generation
Wi-Fi Alliance(1) standards), and the ETSI BRAN HiperLAN/2(1) standard.
Wi-LAN licenses its patented technology and has executed non-exclusive
W-OFDM license agreements with semiconductor and broadband wireless
equipment companies.

Wi-LAN is the chair company of the OFDM Forum and a charter member of
the WiMAX Forum (www.wimaxforum.org). Wi-LAN's common shares trade on
The Toronto Stock Exchange under the symbol "WIN." Detailed information
on Wi-LAN can be found at www.wi-lan.com.

(1) All trademarks and brands mentioned in this release are the property
of their respective owners.

-30-

Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Wi-LAN Inc.
    Ken Wetherell
    Corporate Communications and Investor Relations
    (403) 207-6329
    (403) 273-5100 (FAX)
    Email: kwetherell@wi-lan.com