News Release Details

Wi-LAN Completes the 51% Acquisition of Digital Transmission Systems


Wi-LAN Gains Access to U.S. Marketplace with Seasoned Management Team

Calgary, Alberta and Atlanta, Georgia
January 10, 2000

Wi-LAN Inc. (TSE: WIN), a leading innovator in the field of high-speed wireless Internet/data communications, announced that it has completed its acquisition of a controlling interest of Digital Transmission Systems, Inc. (DTS) (OTC BB: DTSX), an Atlanta based telecommunications network access equipment manufacturer.

Wi-LAN gains a seasoned and dynamic management team increased access to the U.S. marketplace, a visionary engineering team, and access to key DTS telecommunications clients. "It's a sign of our times," says Dr. Hatim Zaghloul, Chairman and CEO. "We act fast when finding these strategic advantages through acquisitions."

The Benefits:
DTS's primary customers are domestic wireless service providers, including those offering cellular telephone services and Personal Communications Services, and domestic and international resellers who sell to and service end users with telecom equipment. The customers include Nextel, ALLTEL Wireless and ALLTEL Supply, AirTouch, GTE Wireless and Somera Communications.

Dr. Andy Salazar, CEO and Director has been with DTS since 1994. Formerly, he was a VP and GM at AT&T Paradyne and preceding that position, Senior VP of Operations at Avanti Communications. Mr. Salazar has also served a telecommunications expert for the United Nations.

Woodrow Cannon was named President and COO of DTS in 1999 after having served as VP Marketing and Sales since October 1996. He was previously VP Marketing for BellSouth Communication Systems and served in several senior marketing positions for the Motorola Information Systems Group from 1988 - 95.

Edwin Kantor was elected as a director of DTS in August 1996. Mr. Kantor is vice chairman of HCFP Brenner Securities located in New York City. Prior to joining HCFP Brenner, Mr. Kantor was vice-chairman of Barington Capital Group, L.P., a New York city investment banking and brokerage firm.

Along with the strength of the management team comes, experienced and dynamic engineering team to complement this executive talent.

The Acquisition:
Wi-LAN acquired: from MicroTel International, Inc. (OTC BB:MCTL) 1,738,159 common shares in consideration for U.S.$520,000 and 28,340 Wi-LAN common shares; and from Finova Mezzanine Capital Inc. (Finova), a U.S.$2,000,000 debenture of DTS convertible into DTS common shares at an exercise price of U.S.$1.00 per share, an option to acquire 1,314,333 DTS preferred shares at an exercise price of U.S.$1.00 per share (convertible into 1,314,333 DTS common shares for no additional consideration), DTS warrants exercisable into 702,615 DTS common shares at an exercise price of U.S.$1.00 per share and warrants to acquire 538,461 common shares of LinkaNet Labs, Inc. In consideration, Wi-LAN issued to Finova 87,320 Wi-LAN common shares.

On closing, U.S.$1,310,000 of the DTS debenture acquired from Finova was converted into 1,310,000 DTS common shares. These DTS common shares combined with the 1,738,159 common shares which Wi-LAN acquired from MicroTel represent 51‰ of the issued and outstanding DTS common shares.

Wi-LAN also acquired an aggregate of U.S.$400,000 principal amount of debentures from DTS and will acquire an additional U.S.$1,100,000 principal amount of DTS debentures prior to April 1, 2000. These debentures are convertible into DTS common shares on the basis of U.S.$1.00 per share. In addition DTS granted Wi-LAN the option to purchase up to U.S.$1,500,000 principal amount of additional convertible debentures at any time on or prior to the second anniversary of the closing date of the transactions, which debentures will be convertible into DTS common shares at the average weighted trading price of the DTS common shares over the last three trading days prior to the exercise of the option to purchase the additional convertible debentures by Wi-LAN. Wi-LAN has the option to elect to purchase DTS common shares in lieu of purchasing additional convertible debentures.

The Strategy:
Wi-LAN plans to support DTS through the injection of cash mentioned above and through management and infrastructure support. DTS will work to strengthen its sales and offerings to its existing customers and potential customers. Wi-LAN has been negotiating before the signing of the definitive agreement and currently plans for DTS to license Wi-LAN W-OFDM technology for an emerging wireless market segment. Such a move would build on the current customer base of DTS and will enable DTS to enter into the young growing market of broadband wireless. According to the agreements, Wi-LAN has the right to appoint a majority of the board of directors. Current plans are that Andy Slazar and Ed Kantor will continue on the board of DTS and that they will be joined by Dr. Hatim Zaghloul, Peter Kinash, Wi-LAN CFO and Dr. Bob Schulz, Wi-LAN Director. DTS will become another channel for the sale of Wi-LAN product.

Wi-LAN has been studying the potential of growing its business through acquisitions and strategic partnerships. Wi-LAN in November announced a strategic investment in which helped Wi-LAN increase the scope of its offering to the network operators. Wi-LAN is currently looking into a number of other acquisitions. Wi-LAN's strategy is to acquire or ally itself with companies that increase the scope of Wi-LAN's offering, aid in increasing Wi-LAN's presence, either geographically or through key customers, have key management teams, and have proven engineering teams.

"Wi-LAN is looking at potentially three to six acquisitions during fiscal 2000." Says Dr. Hatim Zaghloul, Chairman and CEO, Wi-LAN. "We have put together an excellent team to search for these companies and perform thorough due diligence on them. The team involves some Wi-LAN directors, managers, legal counsel, and varied brokerage firms."

About Digital Transmission Systems, Inc.:
Founded in 1990 and headquartered near Atlanta, Georgia, DTS designs, manufactures and markets components to build, access and monitor high-speed telecommunications networks worldwide. DTS's primary customers include domestic and international wireless service providers, telephone service providers and private wireless network users. DTS's products include the FlexT1/FlexE1 integrated network access product lines and microFlex cross connect systems. Recently, DTS introduced the Internet Protocol Processor card set for the FlexT1, a product enabling wireless carriers to access equipment performance at remote cell sites with an internet or intranet interface. For more information about DTS and its products, call 1-800-FLEX-DTS (1-800-353-9387) or visit the corporate Web site at

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