|Hmmmmph - the white knight was real. Sterling scoops up Mosaid. $22M break fee means, barring regulatory disapproval, that this deal will get done. On to bigger and better things for WiLAN. See ye next year.|
Sterling Partners Agrees to Acquire MOSAID Technologies for $46 per Share MOSAID Board Recommends Rejection of Wi-LAN's Amended Offer
OTTAWA, Ontario – Oct 27, 2011 - MOSAID Technologies Inc. (TSX:MSD) announced today that it has entered into an arrangement agreement (the "Arrangement Agreement") with Sterling Partners pursuant to which Sterling will acquire all the outstanding common shares of MOSAID for a cash payment of $46.00 per share. The total value of the transaction is approximately $590 million. The $46.00 per MOSAID share offered by Sterling represents a premium of 45.3% to the closing price on the Toronto Stock Exchange (the "TSX") of the MOSAID Shares on August 17, 2011, the last trading day prior to the announcement by Wi-LAN Inc. of its intention to make its unsolicited offer, and a 9.5% premium to the unsolicited take-over bid by Wi-LAN at an amended price of $42.00 per share.
Accordingly, MOSAID advises its shareholders not to tender to Wi-LAN's amended offer and to withdraw any shares that have already been tendered. Shareholders holding shares through a dealer, broker or other nominee should contact such dealer, broker or nominee to withdraw their MOSAID Shares.
For further details as to why the Board unanimously recommends that shareholders reject Wi-LAN's bid, MOSAID encourages shareholders to read the notice of change to its Directors' Circular, which will be filed in due course.
Unanimous recommendation of Sterling's 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 Sterling's 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 Sterling's 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 and Wi-LAN and their respective affiliates) pursuant to the Sterling offer is fair from a financial point of view to such holders.
This transaction represents the culmination of the strategic alternative review process that commenced following the announcement by Wi-LAN on August 17, 2011 of its intention to offer $38.00 per common share (which was subsequently increased to $42 per share on October 19, 2011). During this process, the financial advisors and MOSAID contacted over 35 parties to discuss their interest in pursuing a strategic transaction with MOSAID. As a result of those contacts, MOSAID entered into confidentiality and standstill agreements with 12 interested parties and had ongoing discussions with multiple parties. The transaction with Sterling, in the view of the Special Committee and the Board, was the most attractive offer made for the shares of MOSAID and represents the best sale alternative available for shareholders.
Details of the Sterling Offer
The transaction will be carried out by way of a statutory Plan of Arrangement, the implementation of which will be subject to approval by at least 66?% of the votes cast at a special meeting of MOSAID shareholders that is expected to be held in late December 2011 or early January 2012. The transaction is also subject to the approval of the Ontario Superior Court of Justice subsequent to the special meeting.
Pursuant to the terms of the Arrangement Agreement between Sterling and MOSAID, the transaction is also subject to applicable regulatory approvals and the satisfaction of certain closing conditions customary in transactions of this nature. The Arrangement Agreement also provides for, among other things, board support and non-solicitation covenants (subject to the fiduciary obligations of the MOSAID Board and a Sterling "right to match") as well as the payment to Sterling of a break fee equal to $22 million if the proposed transaction is not completed in certain specified circumstances. MOSAID has also agreed to suspend the payment of its quarterly dividend.
The terms and conditions of the proposed transaction will be summarized in MOSAID's management information circular, which will be mailed to MOSAID shareholders in November 2011. MOSAID anticipates that the transaction, if approved, will be completed in late December 2011 or early January 2012. A copy of the Arrangement Agreement will be available on MOSAID's website and on SEDAR at www.sedar.com.
MOSAID's financial advisors are Barclays Capital Canada Inc. and GMP Securities L.P. and its legal counsel is LaBarge Weinstein Professional Corporation. Davies Ward Phillips & Vineberg LLP is legal counsel to the Special Committee. Sterling's financial advisors are RBC Capital Markets and its legal counsel is Osler, Hoskin & Harcourt LLP.
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 www.mosaid.com and the InvestorChannel.mosaid.com.
Sterling Partners is a leading private equity firm with over 25 years of experience partnering with entrepreneurs to build market-leading businesses and generate superior returns. With approximately $5 billion of assets under management, Sterling 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. For more information, please visit www.sterlingpartners.com.