The arrangement was approved at a special meeting of MOSAID shareholders held on December 19, 2011 by approximately 99.95% of the votes cast, which vote included a majority of the votes cast excluding any votes required to be excluded pursuant to applicable securities laws. This approval satisfies the condition that the arrangement be approved by MOSAID shareholders.
A final order approving the arrangement will be sought from the Ontario Superior Court of Justice at a hearing to be held 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 it has received notice of early termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and has received a no action letter from the Canadian Commissioner of Competition confirming that the Commissioner does not at this time intend to make an application to challenge the proposed arrangement. Accordingly, the competition approval condition to the arrangement has been satisfied.
About MOSAID
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
Forward-Looking Information
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.
Contacts: Michael Salter Senior Director, Investor Relations and Corporate Communications 613-599-9539 x1205 Email Contact www.mosaid.com
