August 17, 2011 -- Wi-LAN, Inc. today announced that it intends to make a formal all-cash offer to acquire all the outstanding common shares of MOSAID Technologies, Inc. for approximately $480 million (Canadian). Under the terms of the Offer, WiLAN proposes to acquire all of the outstanding common shares of MOSAID for 100% cash consideration of $38.00 in cash per MOSAID Share.
Excluding MOSAID's cash from its balance sheet on a dollar-for-dollar basis from the MOSAID share price, the offer represents a premium of approximately 31.1% over the closing price of the MOSAID Shares and a premium of approximately 38.2% over the volume-weighted average trading price of the MOSAID Shares on the TSX for the 10 trading days ending on August 16, 2011. Based on the closing price of the MOSAID Shares on the TSX on August 16, 2011, the implied premiums are 21.0% and 25.3%, respectively.
In conjunction with its intention to make a formal offer for the MOSAID Shares, WiLAN is pleased to announce that it has entered into an agreement to sell on a bought deal basis, to a syndicate of underwriters led by Canaccord Genuity Corp. and CIBC World Markets Inc., $200,000,000 aggregate principal amount of extendible convertible unsecured subordinated debentures, to partially finance the offer. At this time, WiLAN expects that certain of its management will participate in the debenture offering. The Company has also granted the underwriters an option, exercisable in whole or in part at any time up to 30 days following closing of the Debenture offering, to purchase up to an additional $30 million aggregate principal amount of debentures on the same terms.
The initial maturity date of the Debentures will be January 31, 2012, which will be extended to September 30, 2016 upon the initial take-up of MOSAID shares by the Company pursuant to the Offer. The initial maturity date may be extended to March 31, 2012 at the Company's discretion. The debentures will have an interest rate of 6.00% per annum payable semi-annually in arrears on September 30 and March 31 in each year, with the first coupon paid on the third business day following the initial take-up of MOSAID shares. Each $1,000 principal amount of debentures will be convertible into approximately 108.6957 common shares of the company at any time following the initial take-up of the MOSAID shares, at the option of the holder, representing a conversion price of C$9.20 per common share.
WiLAN has attempted to pursue a supported transaction with MOSAID on several occasions over the last several years and would welcome a MOSAID board-supported transaction. "We will be presenting this offer directly to MOSAID shareholders for their consideration as we strongly believe that the complementary patent portfolios, diverse licensing programs, experienced teams and innovative research and development of WiLAN and MOSAID make this a compelling combination. I look forward to working again with MOSAID management and employees, many of whom I know well and hold in high regard from the approximately 10 years that I worked as a senior executive at MOSAID. Given our familiarity with MOSAID's business, its employees and our close proximity in the same city, this is a natural strategic fit," said Jim Skippen, Chairman & CEO.
Go to the Wi-LAN, Inc. website to find additional information.