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MOSAID Technologies Receives Final Court Approval for Acquisition by Sterling Partners(December 22, 2011)
OTTAWA, ONTARIO -- (Marketwire) -- 12/22/11 -- MOSAID Technologies Inc. (TSX:MSD) announced today that the Ontario Superior Court of Justice has issued a final order approving the statutory plan of arrangement pursuant to which 7577796 Canada Inc., a corporation directly or indirectly owned by investment funds under the management of Sterling Fund Management, LLC, 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.
As previously disclosed, the transaction was approved by shareholders on December 19, 2011. Assuming 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 following which the shares of MOSAID will be de-listed from the Toronto Stock Exchange.
Registered MOSAID shareholders are encouraged to complete, sign, date and return the letter of transmittal which was delivered together with the materials relating to the December 19, 2011 special meeting of shareholders along with the share certificate representing your MOSAID shares so that, if the arrangement is effected, payment for shares can be sent to the correct address as soon as possible following the implementation of the arrangement. Instructions for completing and submitting letters of transmittal are included on the letter of transmittal, which is also available at www.SEDAR.com.
Shareholders who hold MOSAID shares through a broker, trustee, financial institution or other intermediary, will receive instructions from such intermediary.
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.
For more information, please visit www.sterlingpartners.com
Certain statements included or incorporated by reference herein constitute "forward-looking statements". All statements, other than statements of historical fact, included or incorporated by reference in this press release that address future activities, events, developments or financial performance are forward-looking statements. These forward-looking statements can be identified by the use of forward-looking words such as "may", "should", "will", "could", "expect", "intend", "plan", "estimate", "anticipate", "believe", "future" or "continue" or the negative thereof or similar variations. In particular, statements about the proposed arrangement between MOSAID and 7577796 Canada Inc., including the expected timetable for completing the transaction, the receipt of regulatory approvals and any other statements regarding MOSAID's future expectations, beliefs, goals or prospects are or involve forward-looking information. These forward-looking statements are based on certain assumptions and analyses made by MOSAID and 7577796 Canada Inc. and their respective managements, in light of their experiences and their perception of historical trends, current conditions and expected future developments, as well as other factors they believe are appropriate in the circumstances. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties, assumptions and other factors, many of which are outside the control of MOSAID and 7577796 Canada Inc., that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, among other things, the parties' ability to consummate the arrangement; the parties' ability to satisfy the conditions to the completion of the arrangement, including that the receipt of court approval for the arrangement may not be obtained on the terms expected or on the anticipated schedule; general economic and market factors (including changes in global, national or regional financial, credit, currency or securities markets), changes or developments in global, national or regional political conditions (including any act of terrorism or war), changes in government laws or regulations (including tax laws) and changes in Canadian GAAP or regulatory accounting requirements. Additional risks and uncertainties affecting MOSAID can be found in MOSAID's Annual Report for the fiscal year ended April 30, 2011 and in its most recent quarterly report filed on SEDAR at www.sedar.com. Such forward-looking statements should, therefore, be construed in light of such factors. If any of these risks or uncertainties were to materialize, or if the factors and assumptions underlying the forward-looking information were to prove incorrect, actual results could vary materially from those that are expressed or implied by the forward-looking information contained herein. MOSAID assumes no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Senior Director, Investor Relations and Corporate Communicat
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