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MOSAID Says ISS and Glass Lewis Recommend Shareholders Vote FOR $46 Per Share Cash Acquisition by Sterling Partners(December 08, 2011)
OTTAWA, ONTARIO -- (Marketwire) -- 12/08/11 -- MOSAID Technologies Inc. (TSX:MSD) today announced that proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis have each recommended that shareholders vote in favour of a $46 per share cash takeover by Sterling Partners. The transaction has a value of approximately $590 million on a fully-diluted basis.
As first announced on October 27, 2011, Sterling Partners' offer is proceeding under a Plan of Arrangement and is subject to approval by at least 66 2/3% of the votes cast at a special meeting of MOSAID shareholders.
In their reports, ISS and Glass Lewis each indicated that a vote for the Arrangement was warranted, based on a review of the terms of the transaction, the cash consideration at a satisfactory premium, and the competitive bidding process.(i)
John Lindgren, President and CEO, MOSAID, stated: "The ISS and Glass Lewis recommendations validate the view of MOSAID's Board of Directors that the Sterling offer was the most attractive offer made for the shares of MOSAID and represents the best sale alternative available for shareholders."
Details of the Meeting
The special meeting of MOSAID 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.
The Board of Directors of MOSAID, based on the unanimous recommendation of the Special Committee and upon consultation with its financial and legal advisors, unanimously recommended that MOSAID shareholders accept the Sterling Partners offer by voting FOR the Arrangement resolution.
Time is of the essence. For a proxy to be effective, it must be voted in advance of the Meeting and no later than 9:00 a.m. (EasternTime) on December 15, 2011. Shareholders who require assistance in voting their proxy may direct their inquiry to MOSAID's proxy solicitation agent, Phoenix Advisory Partners, by calling toll free 1-800-246-5216 or firstname.lastname@example.org
MOSAID Technologies Inc. is one of the world's leading intellectual property management companies. MOSAID monetizes 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.
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.
(i)Permission to quote from the ISS and Glass Lewis reports was neither sought nor obtained.
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