Components | October 28, 2011

Sterling Partners to acquire Mosaid Technologies

Mosaid Technologies has entered into an 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 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.

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.

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.
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