MOSAID Board Unanimously Determines Offer is Fair to MOSAID Shareholders;
Substantial premium to MOSAID shareholders
– 51.1% and 45.3% over the 10 day volume-weighted average trading price of $30.44 per share and the closing price of $31.65 per share, respectively, of the MOSAID shares on the TSX as at August 17, 2011, the last trading day prior to the announcement of Wi-LAN’s hostile bid
– 9.5% higher than the Wi-LAN amended hostile offer of $42.00/share
Fully committed all-cash offer
John Lindgren, MOSAID’s President and CEO, and other members of the company’s executive team have entered into employment agreements with Sterling Partners
Nokia and Microsoft have agreed to deliver consent to change of control, allowing retention of Core Wireless portfolio by MOSAID
Northbrook, IL, October 28, 2011 — Sterling Partners, an industry-leading private equity firm with $5 billion in assets under management, announced that it has entered into an arrangement agreement (the “Arrangement Agreement”) with MOSAID Technologies (“MOSAID”) under which Sterling Partners will acquire all of the common shares of MOSAID for approximately $590 million on a fully-diluted basis, or $46.00 per common share in cash by way of plan of arrangement (the “Sterling Partners Offer”).
The price represents a premium of 45.3% to MOSAID’s share price of $31.65 on August 17, 2011, the last trading day before Wi-LAN announced its intention to launch a hostile take-over bid for MOSAID, and 51.1% relative to the volume-weighted average trading price of the MOSAID shares for the 10 trading days ended August 17, 2011.
Sterling Partners also announced it has negotiated employment agreements with John Lindgren, MOSAID’s President and CEO, and other members of the company’s executive team, to take effect concurrent with the closing of the transaction, expected to occur in late December or January.
“MOSAID is a leader in managing intellectual property,” said Chris Hoehn Saric, co-founder and Senior Managing Director at Sterling Partners. “It balances the often competing pressures of compensating developers of new technologies while ensuring the market has cost-effective access to their innovation. It is fundamentally important work and Sterling Partners is committed to making the necessary investments to help MOSAID realize its full potential.”
“This offer from Sterling Partners represents the most attractive offer made for the shares of MOSAID and represents the best sale alternative available for MOSAID’s shareholders,” said Carl P. Schlachte, Chairman of the Board and Special Committee of MOSAID.
“We are looking forward to working with the Sterling team and are excited about their plans for helping us reach our full potential,” said John Lindgren, President and CEO, MOSAID.
Microsoft and Nokia have agreed to consent and waive their change of control rights arising from this transaction under the agreements entered into on September 1, 2011 as part of MOSAID’s acquisition of Core Wireless S.a.r.l., a Luxembourg company that holds a portfolio of 400 patent families, consisting of approximately 2,000 wireless patents and patent applications originally filed by Nokia. This consent and waiver is subject to the terms and conditions of the consent letter signed by Microsoft and Nokia.
Details of the Offer
The Board of Directors of MOSAID, based on the unanimous recommendation of the Special Committee and upon consultation with its financial and legal advisors, has unanimously determined that the Sterling Partners offer is fair to MOSAID shareholders and is in the best interests of the Company. The Board of Directors of MOSAID will therefore unanimously recommend that MOSAID shareholders accept the Sterling Partners offer.
Each of Barclays Capital Canada Inc. and GMP Securities L.P., the financial advisors to MOSAID, has provided a verbal opinion to the effect that, as of the date of such opinions and based upon and subject to the assumptions, limitations and qualifications stated in such opinions, the consideration proposed to be paid to holders of MOSAID common shares (other than Sterling Partners and Wi-LAN and their respective affiliates) pursuant to the Sterling Partners offer is fair from a financial point of view to such holders.
The Arrangement Agreement provides that the Board of Directors of MOSAID may, under certain circumstances, terminate the Arrangement in favour of an unsolicited superior proposal, subject to the payment of a break-fee of $22.0 million and subject to a right by Sterling Partners to match such superior proposal.
The Sterling Partners Offer is not subject to a financing condition. RBC Capital Markets is acting as financial advisor to Sterling Partners and Osler, Hoskin & Harcourt LLP is acting as principal legal advisor.
Full details of the Sterling Partners Offer will be included in a circular and accompanying proxy that is expected to be mailed by MOSAID to its shareholders in November.
How to Withdraw your Shares from the Wi-LAN Bid
To receive the $46.00 per share price for your shares under the Sterling Partners Offer, you must withdraw any shares tendered to Wi-LAN’s hostile bid. If you have already tendered your shares to the Wi-LAN offer, you may still withdraw them at any time before the November 1 expiry. Shareholders holding shares through a dealer, broker or other nominee should contact such dealer, broker or nominee to withdraw their MOSAID shares.
About Sterling Partners
Sterling Partners is a leading private equity firm with over 25 years of experience partnering with entrepreneurs to build market-leading businesses. With approximately $5 billion of assets under management, Sterling Partners invests growth capital in industries with positive, long-term trends and provides ongoing support to management through a dedicated team of industry veterans, operators, strategy experts and human capital professionals. Sterling Partners is a leader in education, healthcare and business services and has offices in Chicago, Baltimore, and Miami.
In early 2010, Sterling Partners, in partnership with the Canada Pension Plan Investment Board, completed a take-private transaction for Livingston International, one of North America’s largest providers of customs brokerage, transportation, and integrated logistics services.
For more information, please visit www.sterlingpartners.com.
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 technologies, and develops semiconductor memory technology. MOSAID licensees include many of the world’s largest technology companies. Founded in 1975, MOSAID has offices in Ottawa, Ontario and Plano, Texas. For more information, visit www.MOSAID.com and the InvestorChannel.MOSAID.com.