News Release Details

Wi-LAN ADOPTS SHAREHOLDER RIGHTS PLAN

03/24/2005

 

CALGARY, Canada - March 24, 2005 - Wi-LAN Inc. (TSX:WIN), a global provider of market-leading broadband wireless communications products and technologies and charter member of the WiMAX Forum(1), announced today that its Board of Directors has adopted a Shareholder Rights Plan (the "Plan"). The Plan is designed to ensure fair treatment for all shareholders in the event of a takeover bid and to provide shareholders and Wi-LAN’s Board of Directors with adequate time to evaluate any bid for the Company and to take steps to maximize shareholder value in the event of any unsolicited take-over bid. Wi-LAN previously had a shareholder rights plan in place, which expired in April 2002. The Company is not aware of any contemplated takeover bid.

The terms of the Plan are consistent with the terms of plans adopted by other Canadian public companies and with guidelines for such plans as published by shareholder rights advocate groups. The Plan is subject to the approval of the Toronto Stock Exchange and requires confirmation by the shareholders of the Company within six months of the effective date (being March 22, 2005). The Company intends to present the Plan at the next meeting of shareholders, scheduled for May 19, 2005. If the shareholders do not confirm the Plan at the meeting, the Plan and associated rights will terminate and cease to be effective.

The rights issued to the shareholders under the Plan may be exercised only when a person, including any related party, acquires or announces its intention to acquire more than 20% of the outstanding common shares of Wi-LAN without either complying with the "permitted bid" provisions of the Plan or obtaining the approval of the Wi-LAN Board of Directors. Should such an acquisition occur, each right would, upon exercise, entitle a holder, other than the person pursuing the acquisition and related parties, to purchase common shares of Wi-LAN at 50% discount to the market price at the time.

Under the Plan, a permitted bid is a bid made to all shareholders which is open for acceptance for no less than 60 days. If more than 50% of the outstanding common shares of Wi-LAN, other than those owned by the person pursuing the acquisition and related parties, have been tendered, the person pursuing the acquisition may purchase and pay for the shares but must extend the bid for a further 10 days to allow other shareholders to tender. Under the permitted bid mechanism, shareholders will have more time to consider the bid and any other options that may be available before deciding whether or not to tender to the bid. The Board of Directors will also have time to consider and pursue alternatives and to make recommendations to shareholders.

About Wi-LAN Inc.
Wi-LAN is a global provider of broadband wireless communications products and technologies, offering businesses, including telecom service providers, and government enterprises effective, economic and secure wireless high-speed communications solutions. Wi-LAN specializes in high-speed Internet access, data network extension, wireless Voice-over-IP, and wireless data and telephony backhaul, utilizing its high quality products and industry-leading technologies. Wi-LAN’s broadband wireless solutions feature an all-inclusive 2-year parts and labor warranty and are supported by 24/7 customer service.

Wi-LAN believes its portfolio of patents, including its core W-OFDM patents and 17 patents and patent applications acquired from Ensemble Communications in May 2004, are necessary for the implementation of devices using the IEEE 802.16 WirelessMAN Standard (1) and the ETSI BRAN HiperMAN(1) standard (the WiMAX Forum(1) standards). As well, Wi-LAN’s W-OFDM patents are believed to be required for the implementation of devices using the IEEE standards 802.11a and 802.11g (the 2nd generation Wi-Fi Alliance(1) standards), and the ETSI BRAN HiperLAN/2(1) standard. Wi-LAN licenses its patented technology and has executed non-exclusive W-OFDM license agreements with semiconductor and broadband wireless equipment companies.

Wi-LAN is the chair company of the OFDM Forum and a charter member of the WiMAX Forum (www.wimaxforum.org). Wi-LAN's common shares trade on The Toronto Stock Exchange under the symbol "WIN." Detailed information on Wi-LAN can be found at www.wilan.com.

(1) All trademarks and brands mentioned in this release are the property of their respective owners.

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