On August 17, 2011, WiLAN Inc. (TSX: WIN) (NASD:WILN) announced that it intends to make a formal all-cash offer to acquire all the outstanding common shares of MOSAID Technologies Incorporated (MOSAID) for approximately C$480 million (the offer). 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.
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 million aggregate principal amount of extendible convertible unsecured subordinated debentures (the Debentures), to partially finance the offer. WiLAN 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 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.
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.
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.
WiLAN, headquartered in Ottawa, Ontario, is a leading technology innovation and licensing company.
MOSAID, headquartered in Ottawa, Ontario, is a leading patent licensing and intellectual property development company.
Further information is found on the websites of WiLAN and Canada Newswire.