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MOSAID Announces Receipt of Interim Order in Proposed Arrangement with Sterling Partners and Canadian Competition Act Approval(November 18, 2011)
OTTAWA, ONTARIO -- (Marketwire) -- 11/18/11 -- MOSAID Technologies Incorporated (TSX:MSD) today announced that it has obtained an interim order from the Ontario Superior Court of Justice (Commercial List) approving various matters in connection with the special meeting of MOSAID shareholders. At the special meeting MOSAID shareholders will be asked to consider the proposed arrangement transaction pursuant to which Sterling Partners will acquire all the outstanding common shares of MOSAID for a cash payment of $46.00 per share.
The court also approved the mailing of the notice of special meeting of shareholders, the management information circular, the form of proxy and the letter of transmittal, which MOSAID intends to complete during the week of November 21, 2011. In addition, the meeting materials will be made available on MOSAID's website at www.mosaid.com and on SEDAR at www.sedar.com.
The special meeting of shareholders will be held at the Brookstreet Hotel at 525 Legget Drive, Ottawa, Ontario, on Monday, December 19, 2011 at 9:00 a.m. (Eastern). The record date for notice and voting at the special meeting was November 15, 2011. If the proposed arrangement transaction is approved by the requisite number of votes cast at the special meeting by shareholders present in person, or represented by proxy, a final order approving the arrangement will be sought from the Court at a hearing on or about December 22, 2011. Assuming this final order is received and all other conditions precedent to closing the arrangement are satisfied or waived at the time, the arrangement is currently expected to close on or about December 23, 2011.
MOSAID also announced that on November 17, 2011 an advance ruling certificate was received from the Commissioner of Competition confirming that the Commissioner does not intend to challenge the proposed arrangement under the provisions of the Canadian Competition Act. MOSAID and Sterling expect to file a Pre-Merger Notification and Report Form with the Antitrust Division of the United States Department of Justice and the United States Federal Trade Commission early in the week of November 21, 2011.
Further information about the arrangement, the interim order and the final hearing can be found in the management information circular for the special meeting which will be made available on MOSAID's website at www.mosaid.com and on SEDAR at www.sedar.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, 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 http://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.
This document contains forward-looking statements to the extent they relate to MOSAID or its management, including those identified by the expressions "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "will," "would" and similar expressions. Similarly, statements in this document that describe MOSAID's business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. These forward-looking statements are not historical facts, but rather reflect MOSAID's current expectations regarding future events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results, performance or achievements to differ materially from those in such forward-looking statements. Assumptions made in preparing forward-looking statements and financial guidance include, but are not limited to, the following: the completion of the transaction with Sterling Partners; MOSAID's continued expansion of its patent portfolio and of its opportunities for future patent licensing revenue as a result of MOSAID's acquisition of patents from third parties and from development of new inventions; manufacturers and product vendors continuing to infringe MOSAID's patents; the timing and amount of MOSAID's litigation expenses; MOSAID's ability to sign new patent licensees; current assumptions as to the identification of products that are unlicensed to MOSAID's wireless patents; and the timing and amount of MOSAID's Research & Development expenses.
Factors that could cause actual results to differ materially from expected results include, but are not limited to, MOSAID's ability to negotiate settlements with licensees; legal rulings and/or regulatory investigations or complaints having an adverse impact on the validity, enforceability, potential royalty rates, and strength or breadth of coverage of MOSAID's essential and/or nonessential patents (including, but not limited to, adverse results from litigation or proceedings in patent offices and government regulatory agencies in various countries around the world); a change in control or failure to meet a minimum royalty milestone (in each case, pursuant to the terms of the Royalty Participant Agreement) that requires MOSAID to assign the Core Wireless Patents to a third party; judicial, legislative or regulatory changes that impair the ability of patent holders to earn licensing revenues; worldwide economic conditions and demand for technology products; economic, social, and political conditions both globally and in the countries in which MOSAID or patent licensees operate, including conflict, war and, other security risks, health conditions, possible disruptions in transportation networks and fluctuations in foreign currency exchange rates; non-payment or delays in payment by, or insolvency of, licensees or other debtors; variability in patent licensees' sales of licensed products; failure to maintain and enforce MOSAID's existing patent portfolio, or failure to obtain valuable patents as a result of R&D activities, or failure to acquire valuable patents from third parties; MOSAID's ability to recruit and retain skilled personnel; change in MOSAID's financial position; consolidation of MOSAID's licensees; natural events, such as severe weather and earthquakes in the locations in which MOSAID or patent licensees operate; and changes in the tax rate applicable to MOSAID as the result of changes in the tax law in the jurisdictions in which profits are determined to be earned and taxed, the outcome of tax audits and the ability to realize deferred tax assets. Additional information concerning these and other factors can be found beginning on page 30 of MOSAID's Management's Discussion and Analysis for the fiscal year ended April 30, 2011 under the heading "Risks Factors" and also on page 10 of MOSAID's annual information form for the year ended April 30, 2011, each of which is available on SEDAR at www.sedar.com.
MOSAID disclaims any intention or obligation (except as required by applicable law) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, or to comment on any analyses, expectations or statements of third parties concerning any forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. No forward-looking statement is a guarantee of future results.
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