Under the terms of the Offer, WiLAN proposes to acquire all of the outstanding common shares of MOSAID (the “MOSAID Shares”) for 100% cash consideration of C$38.00 in cash per MOSAID Share.
Excluding MOSAID’s cash from its balance sheet on a dollar-for-dollar basis from the MOSAID share price, the Offer represents a premium of approximately 31.1% over the closing price of the MOSAID Shares and a premium of approximately 38.2% over the volume-weighted average trading price of the MOSAID Shares on the TSX for the 10 trading days ending on August 16, 2011. Based on the closing price of the MOSAID Shares on the TSX on August 16, 2011, the implied premiums are 21.0% and 25.3%, respectively.
In conjunction with its intention to make a formal offer for the MOSAID Shares, WiLAN is pleased to announce that it has entered into an agreement to sell on a bought deal basis, to a syndicate of underwriters led by Canaccord Genuity Corp. and CIBC World Markets Inc., C$200,000,000 aggregate principal amount of extendible convertible unsecured subordinated debentures (the “Debentures”), to partially finance the Offer. At this time, WiLAN expects that certain of its management will participate in the Debenture offering. The Company has also granted the underwriters an option, exercisable in whole or in part at any time up to 30 days following closing of the Debenture offering, to purchase up to an additional C$30 million aggregate principal amount of Debentures on the same terms.
The initial maturity date of the Debentures will be January 31, 2012, which will be extended to September 30, 2016 upon the initial take-up of MOSAID Shares by the Company pursuant to the Offer. The initial maturity date may be extended to March 31, 2012 at the Company’s discretion. The Debentures will have an interest rate of 6.00% per annum payable semi-annually in arrears on September 30 and March 31 in each year, with the first coupon paid on the third business day following the initial take-up of MOSAID Shares. Each C$1,000 principal amount of Debentures will be convertible into approximately 108.6957 common shares of the Company at any time following the initial take-up of the MOSAID Shares, at the option of the holder, representing a conversion price of C$9.20 per common share.
On or before August 23, 2011, the Company will file with the securities commissions or other similar regulatory authorities in each of the provinces of Canada (other than Quebec), a preliminary prospectus relating to the issuance of the Debentures. Closing of the Debenture offering is expected to occur on or about September 8, 2011, subject to TSX and other necessary regulatory approvals.
The securities being offered have not been and will not be registered under the U.S. Securities Act of 1933 and state securities laws. Accordingly, the securities may not be offered or sold to U.S. persons except pursuant to applicable exemptions from registration requirements.
Net proceeds from the Debenture offering will be used to partially fund the proposed all-cash acquisition of MOSAID and for general corporate purposes, including but not limited to transaction expenses. The remainder of the Offer will be financed with existing cash on hand and through a C$110 million non-revolving bridge term facility from CIBC. WiLAN intends to repay the non-revolving bridge term facility through cash on hand immediately after completion of the acquisition of MOSAID.
The MOSAID OFFER
Benefits of the Offer include:
- Creation of a Stronger, More Valuable Global Licensing Company – The creation of a strong, licensing champion with the global scope, scale and expertise to compete more effectively in more global technology markets;
- Aggregate Portfolio Value – Combining the patent portfolios will provide a more efficient and rapid path to establishing a larger and more valuable aggregate portfolio given the combined management team’s expertise and increased business scale;
- Technology, Business and Geographic Diversification – The resulting expanded product, market and geographic coverage provides technology, business and geographic diversification, significantly de-risking the combined entity and presenting greater licensing opportunities. The combined patent portfolio of more than 4,200 patents will apply to the wireless, wireline, consumer electronics and semiconductor technologies;
- Greater Financial Strength – The combined company will have access to capital that will provide greater capacity to grow the business and demonstrate that the combined company has significant resources to enforce its patents through litigation if necessary;
- Stronger Combined Team – Combining WiLAN and MOSAID will yield a stronger team with the technical, licensing and litigation capabilities necessary to manage and grow a global licensing business. With similar cultures and both teams located in Ottawa, Ontario, the integration risk is believed to be low;
- Synergies – WiLAN anticipates retaining the vast majority of MOSAID staff but nonetheless believes there is potential for cost synergies from combining two public company infrastructures into one, as well as leveraging best practices. These synergies are expected to total C$5 million to C$10 million per annum; and
- Accretive – The transaction is expected to be accretive to WiLAN’s adjusted earnings per share and cash flow per share in fiscal 2012.
WiLAN has attempted to pursue a supported transaction with MOSAID on several occasions over the last several years and would welcome a MOSAID Board-supported transaction. “We will be presenting this offer directly to MOSAID shareholders for their consideration as we strongly believe that the complementary patent portfolios, diverse licensing programs, experienced teams and innovative research and development of WiLAN and MOSAID make this a compelling combination. I look forward to working again with MOSAID management and employees, many of whom I know well and hold in high regard from the approximately 10 years that I worked as a senior executive at MOSAID. Given our familiarity with MOSAID’s business, its employees and our close proximity in the same city, this is a natural strategic fit,” said Jim Skippen, Chairman & CEO.
“It is my belief that to succeed in today’s market, bigger is better,” added Skippen. “Since joining WiLAN my vision has been to increase the company’s scale with a deeper, larger patent portfolio to make it more compelling for potential licensees to choose a license over litigation. While an ambitious goal, we have been very successful. Combining WiLAN and MOSAID is the next logical step.”
Full details of the Offer will be included in the formal offer and take-over bid circular to be filed with securities regulatory authorities and mailed to MOSAID shareholders. WiLAN will request a list of securityholders from MOSAID and will then subsequently formally launch its Offer. The Offer will remain open for at least 35 days following commencement of the Offer and will be subject to certain conditions, including, acceptance of the Offer by MOSAID shareholders owning not less than 66 ?% of the outstanding MOSAID Shares on a fully-diluted basis and other customary unsolicited offer conditions. The Offer will not be subject to any financing condition.
Based on public disclosure, there are approximately 12.6 million MOSAID Shares outstanding on a fully-diluted basis, valuing the proposed Offer at approximately C$480 million. Of the MOSAID Shares outstanding, WiLAN currently owns 203,000 or 1.6%.
WiLAN’s financial advisors are Canaccord Genuity Corp. and CIBC World Markets Inc. and its legal advisor is Torys LLP. Paradigm Capital has also been retained as Special Financial Advisor to WiLAN. In addition, Kingsdale Shareholder Services Inc. has been engaged as the depositary and information agent for the Offer.