Portion of Telcor Merger Consideration Purchased
Calgary, Alberta
June 8, 2000 Wi-LAN Inc. (TSE:WIN), an innovator of high-speed wireless data/Internet communications, has agreed to acquire an obligation in the amount of U.S.$6,100,000 from Wi-LAN's subsidiary, Digital Transmission Systems, Inc. ("DTS"). The closing of the transaction is scheduled to occur on June 16, 2000. The U.S.$6,100,000 represents the right of two former shareholders of Telcor Communications, Inc. ("Telcor") to receive cash and/or common stock from DTS. This amount is approximately 31% of the obligation pursuant to the merger agreement among DTS, Telcor and the two former shareholders.
Wi-LAN will pay the two former shareholders of Telcor U.S.$500,000 in cash, and will issue a right to receive U.S.$5,600,000 of Wi-LAN common shares based on the market value of Wi-LAN shares at July 17, 2000, subject to a specified maximum number of shares. Wi-LAN may redeem all or part of the right for cash.
In addition, Wi-LAN will grant the two former shareholders an option exercisable by August 31, 2000, to sell between U.S.$2,000,000 and U.S.$4,000,000 of additional merger consideration to Wi-LAN for the issuance of a right to receive Wi-LAN shares of equivalent value, based on the market value of Wi-LAN shares at October 30, 2000, subject to a specified maximum number of shares.
"Wi-LAN is pleased to have executed this transaction," commented Hatim Zaghloul, CEO and Chairman of Wi-LAN Inc. "This increases the ties with Telcor's co-founder, Lance Weller, who continues to play an important strategic role for both Wi-LAN and DTS."