Investors

Investor FAQs

Some of the frequently asked questions that WiLAN receives from investors are addressed below. 

Strategic Review Process

What is a strategic review process?

A strategic review is a process in which a company’s board of directors and management, working with financial and legal advisors, explore the best way(s) to increase shareholder value over the short, medium and long-term.

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When did WiLAN initiate its strategic review and has a timetable been set for completion of the strategic review?

WiLAN announced the initiation of the strategic review by way of press release on October 30, 2013.   The press release stated "The Company has not set a timetable for completion of the review process." 

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How long can it take to complete a strategic review?

Strategic reviews, whether publically announced or not, can typically take between 6 to 12 months to complete, and sometimes longer depending on the specific circumstances surrounding each company and the specific alternative chosen to implement. 

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Will WiLAN comment on the status of the strategic review prior to its conclusion?

In the press release announcing the strategic review, WiLAN stated that "it does not intend to comment further regarding the review process unless a specific transaction or other alternative is approved by the Board of Directors, the review process is concluded or it is otherwise determined that further disclosure is appropriate or required by law."

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Understanding that WiLAN will not comment on the strategic review while it is ongoing, what information will WiLAN release or comment on?

WiLAN intends to conduct business as usual while the strategic review is ongoing. WiLAN will continue to make announcements that are typical for our business.  In addition, WiLAN plans to continue hosting quarterly earnings conference calls while the strategic review is ongoing.

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What strategic alternatives will be considered during the strategic review?

As stated in the press release announcing the strategic review, the "strategic alternatives to be considered may include changes to the Company's dividend policy or other forms of return of capital to shareholders, the acquisition or disposition of assets, joint ventures, the sale of the Company, alternative operating models or continuing with the current business plan, among other potential alternatives."

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Is the outright sale of the company the only option being pursued during the strategic review?

The strategic review is considering many options, only one of which is the potential sale of the company.  As stated in the press release announcing the strategic review, “the strategic alternatives to be considered may include changes to the Company's dividend policy or other forms of return of capital to shareholders, the acquisition or disposition of assets, joint ventures, the sale of the Company, alternative operating models or continuing with the current business plan, among other potential alternatives."

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As a result of entering into the strategic review process, is the outright sale of WiLAN assured?

No, the outright sale of the company is not assured, as the sale is only one of many options being explored.  Other alternatives being examined include changes to the Company's dividend policy or other forms of return of capital to shareholders, the acquisition or disposition of assets, joint ventures, alternative operating models or continuing with the current business plan, among other potential alternatives.  The press release announcing the strategic review process states "There can be no assurance that this strategic review process will result in the completion of any transaction or other alternative."

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Share Information

Where are WiLAN shares traded?

WiLAN shares are traded on the Toronto Stock Exchange under the ticker symbol “WIN” and on the NASDAQ Global Select Market under the ticker symbol “WILN”.

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How many shares are currently outstanding?

The latest numbers are available through the TSX (www.tsx.com).

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Who is WiLAN’s transfer agent?

WiLAN’s transfer agent is Computershare Investor Services Inc. (“Computershare”).  Computershare can be contacted at 800.564.6253 (North American callers) or 514 982 7555 (International callers) or  www.computershare.com.

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What is WiLAN’s CUSIP number?

Wi-LAN’s CUSIP number is 928972 10 8.

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Shareholder Services

How can I update my address, transfer my shares, request to receive shareholder documentation or replace a lost share certificate?

If you are a registered stockholder and have questions regarding your holdings or if there are account changes to be made to the account (mailing address, account name, shareholder documentation requests), please contact WiLAN's transfer agent, Computershare at 800.564.6253 (North American callers) or 514 982 7555 (International callers) or www.computershare.com.   

If you own shares through a brokerage account, contact the broker who is responsible for your account. 

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Where can I get copies of the latest analysts’ reports on WiLAN?

WiLAN does not distribute analyst reports on the Company as they are owned by the firms who produce them. If you would like to access analyst research, please contact the brokerage houses themselves. (See “Analyst Coverage” in the Investors section http://www.wilan.com/investors/investor-information/analyst-coverage/default.aspx)

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I have a question about investing in WiLAN, who do I contact?

Contact WiLAN Investor Relations by emailing ir@wilan.com or calling 613.688.4330.

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Financial Reporting

What is WiLAN’s fiscal year end? When are your quarters?

WiLAN’s fiscal year end is December 31. Wi-LAN’s quarters are: March 31 (Q1); June 30 (Q2); September 30 (Q3); and December 31 (Q4).

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When is your next earnings release?

We typically release earnings within 6 weeks after the close of each quarter and 10 weeks after the close of year end.  Details concerning upcoming earnings releases can be found on our WWW site at http://www.wilan.com/news/news-and-events/

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Where can I get copies of WiLAN’s annual and quarterly reports?

These documents are available at www.sedar.com.  They can also be found in the “Financial Reports and Filings”area of WiLAN’s website at http://www.wilan.com/investors/financial-reports-and-filings/

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Insider Share Ownership

Where can I find information on the share ownership positions of WiLAN insiders?

Insider share ownership information is available on the System for Electronic Disclosure by Insiders (“SEDI) at www.sedi.ca.  A summary of the current direct and indirect ownership position of WiLAN insiders is also available on the WiLAN www site at http://www.wilan.com/investors/Insider-Transactions/default.aspx.

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When are insiders permitted to buy or sell WiLAN shares?

Through regular company-imposed blackout periods, WiLAN insiders are prevented from trading in shares or disposing of shares resulting from an option exercise.

Trading of WiLAN securities by insiders is subject to WiLAN’s insider trading policy. This policy instructs WiLAN employees and members of its Board of Directors to not buy or sell WiLAN shares during blackout periods or during other periods in which they are in possession of undisclosed material information.

Generally speaking, blackout periods begin two weeks before the end of a fiscal quarter and end the day that financial results for a given fiscal quarter are released.

It is important to know that company management may be blacked out from trading during times over and above the preset blackout periods because they are in possession of material undisclosed company information. Historically this restriction has resulted in many months of additional blackout periods.

Upcoming blackout periods (dates are subject to change):

March 17, 2014 to April 30, 2014 inclusive

June 16, 2014 to July 30, 2014 inclusive

September 16, 2014 to October 30, 2014 inclusive

December 3, 2014 to December 31, 2014

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Is it a cause for concern if a WiLAN insider sells WiLAN shares?

WiLAN strongly encourages its officers and directors to hold WiLAN shares and has implemented policies that encourage share ownership at a meaningful level. However, insiders may occasionally sell shares as part of an option exercise or simply because of their cash needs. Investors should not interpret such sales as a lack of confidence on the insider’s part. Insiders frequently sell a small portion of their shares but still maintain a significant investment in the company.

WiLAN insiders and the Board often have limited time windows during which they are allowed to buy or sell shares. This is because the company imposes trading blackouts on insiders when they are in possession of material undisclosed information or near the time of the release of financial information.

As a result of these blackouts, an insider may only have a certain period of days or weeks during a year during which he or she can buy or sell WiLAN shares.

Share options are granted to WiLAN employees at the market price at the time of the grant. If the stock rises in value the employee can choose to exercise the option and sell the resulting shares to realize a gain. This is a form of compensation that is intended to align the option holder with shareholders since both will benefit from a rise in the share price.

Blackout periods can be particularly problematic with respect to share options. Since share options typically have a limited term, an employee may have to exercise the options and sell the resulting shares in order to avoid having the options expire during a blackout period.

From time to time, employees may find themselves with a large number of in-the-money options that are nearing their expiry date. It is often preferable for the employee to exercise a portion of those options and to sell the resulting shares before the expiry date, rather than wait until expiry and then be forced to exercise and sell the whole block of shares. Generally, a smaller sale of shares can be absorbed more easily in the routine trading of the market than a large block, which could cause a significant decrease in the share price.

Investors should not interpret an exercise of a share option and resulting sale of the share as a lack of confidence in the company, since this is the way this form of compensation is generally intended to operate. In fact, the need to fund income tax liabilities that automatically arise when share options are exercised may make it a problem if the employee does not sell a portion of the shares that result from exercising share options.

Like any investor, WiLAN employees and members of its Board are responsible for ensuring their financial well-being and that of their families. Responsible financial planning usually requires an investment strategy that ensures a proper investment portfolio diversification. Having a significant percentage of a portfolio invested in one single investment is generally not recommended. However for some employees, including members of the management team, the value of their company holdings can represent a large percentage of their overall investment portfolio. As the value of WiLAN shares increases this portion can become too large. This may necessitate reducing their WiLAN holdings when permitted by WiLAN’s insider trading policy, to restore the proper asset balance of their portfolio. Again, this does not reflect a lack of confidence in the company or mean that the share price will not increase in the future.

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Litigation

Does WiLAN comment in a press release or otherwise on interim Court rulings in its litigations such as Markman rulings?

WiLAN’s policy at this time is to not comment on interim Court  rulings such as Markman rulings.   WiLAN may comment on final dispositive rulings in litigations if deemed appropriate.  The reasons WiLAN has decided not to comment on interim Court rulings is:( i) any commentary may impact the outcome of a litigation that is not yet resolved; (ii) any commentary may be premature while the matter is still before the Courts; and (iii) with many rulings, Markman rulings in particular, the decision itself is often subject to interpretation.

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