MOSAID Technologies, the TSX-listed technology company, will acquire Core Wireless Licensing, which includes a portfolio of 400 patent families, including about 2,000 wireless patents and patent applications filed originally by Nokia. The best part? The price, for MOSAID! According to the statement released by MOSAID and Core, the deal will be funded “through royalties from future licensing and enforcement revenues.”
MOSAID Acquires 1,200 Nokia Standards-Essential Wireless Patents and 800 Wireless Implementation Patents
OTTAWA, Ontario – Sept 1, 2011 – MOSAID Technologies Incorporated (TSX:MSD) today announced that it has acquired Core Wireless Licensing S.a.r.l. (“Core Wireless”), a Luxembourg company that holds a portfolio of 400 patent families, consisting of approximately 2,000 wireless patents and patent applications originally filed by Nokia. Core Wireless will operate as a wholly owned subsidiary of MOSAID.
The patents and patent applications cover technologies used in a wide range of mobile communications devices and services. One hundred of the patent families, consisting of approximately 1,200 patents and applications, have been declared essential to second, third and fourth-generation communications standards, including GSM (Global Systems for Mobile communications), UMTS / WCDMA (Universal Mobile Telecommunications Service / Wide-Band Code Division Multiple Access) and LTE (Long Term Evolution). The rest of the portfolio consists of approximately 800 wireless implementation patents.
“This is a transformative event for MOSAID which will drive significant revenue growth and shareholder value over the next decade, and will create exciting new opportunities for MOSAID as one of the world’s premier licensing organizations,” said John Lindgren, President and CEO, MOSAID Technologies.
Based on its extensive experience in the industry, MOSAID believes that revenues from licensing, enforcing and monetizing this wireless portfolio will surpass the Company’s total revenues since its formation in 1975.
“This is one of the strongest standards-essential wireless portfolios available on the market, and we are thrilled that we have acquired this outstanding portfolio and have the opportunity to monetize it,” said Lindgren.
MOSAID has been working towards this transaction since March 2011. Under the terms of the governing agreements:
MOSAID will fund its acquisition of the portfolio through royalties from future licensing and enforcement revenues.
MOSAID will record all future royalties received from monetizing the patents as revenue. Core Wireless will retain approximately one-third of gross royalties from future licensing and enforcement of the patents and will bear all of the costs associated with their administration, licensing, enforcement and monetization.
The acquired portfolio is generally not transferable by Core Wireless. In the event of a change of control of MOSAID, the contract parties have the right, at their discretion, to require MOSAID to transfer the patents to a third party for nominal consideration, prior to the consummation of any such change of control. The recent commencement of an unsolicited offer for MOSAID constitutes a change of control for the purposes of this agreement.
Core Wireless’s ongoing ownership of the portfolio is subject to minimum future royalty milestones.
MOSAID is maintaining its previously announced guidance for revenue and adjusted net income for fiscal year 2012.
MOSAID Technologies Inc. is one of the world’s leading intellectual property companies. MOSAID licenses patented intellectual property in the areas of semiconductors and communications technologies, 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 and Plano, Texas. For more information, visitwww.mosaid.com and the InvestorChannel.mosaid.com.
Forward Looking Information
This document and certain other public documents incorporated by reference in this document, contain forward-looking statements to the extent they relate to MOSAID or its management, including those identified by the expressions “anticipate,” “believe,” “foresee,” “estimate,” “expect,” “intend,” “could,” “may,” “plan,” “will,” “would” and similar expressions. Similarly, statements in this document that describe MOSAID’s business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. These forward-looking statements are not historical facts, but rather reflect MOSAID’s current expectations regarding future events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results, performance or achievements to differ materially from those in such forward-looking statements. Assumptions made in preparing forward-looking statements and financial guidance include, but are not limited to, the following: MOSAID’s continued expansion of its patent portfolio and of its opportunities for future patent licensing revenue as a result of MOSAID’s acquisition of patents from third parties and from development of new inventions; DRAM manufacturers continuing to infringe MOSAID’s patents; the timing and amount of MOSAID’s litigation expenses; MOSAID’s ability to sign new patent licensees; current assumptions as to the identification of products that are unlicensed to MOSAID’s wireless patents; and the timing and amount of MOSAID’s Research & Development expenses.
Factors that could cause actual results to differ materially from expected results include, but are not limited to, the following: MOSAID’s ability to negotiate settlements with licensees; legal rulings and/or regulatory investigations, audits or complaints having an adverse impact on the validity, enforceability, royalty rates, potential royalty rates, and strength or breadth of coverage of MOSAID’s essential and/or nonessential patents (including, but not limited to, adverse results from litigation or proceedings in patent offices and government regulatory agencies in various countries around the world); judicial, legislative or regulatory changes that impair the ability of patent holders to earn licensing revenues; worldwide economic conditions and demand for technology products; economic, social, and political conditions both globally and in the countries in which MOSAID or patent licensees operate, including conflict, war and, other security risks, health conditions, possible disruptions in transportation networks and fluctuations in foreign currency exchange rates; non-payment or delays in payment by or insolvency of licensees or other debtors; variability in patent licensees’ sales of licensed products; failure to maintain and enforce MOSAID’s existing patent portfolio, or failure to obtain valuable patents as a result of R&D activities, or failure to acquire valuable patents from third parties; MOSAID’s ability to recruit and retain skilled personnel; change in MOSAID’s financial position; consolidation of MOSAID’s licensees; natural events, such as severe weather and earthquakes in the locations in which MOSAID or patent licensees operate; and changes in the tax rate applicable to MOSAID as the result of changes in the tax law in the jurisdictions in which profits are determined to be earned and taxed, the outcome of tax audits and the ability to realize deferred tax assets.
Except as may be required by applicable law or stock exchange regulation, we undertake no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events. Additional information identifying risks and uncertainties affecting MOSAID’s business and other factors that could cause MOSAID’s financial results to fluctuate are contained in MOSAID’s Annual Information Form, under the section entitled “Risk Factors,” and in MOSAID’s other public filings available online at www.sedar.com.