Leading independent firm recommends shareholders approve merger in
June 28 vote
OTTAWA, June 19 /CNW/ - Institutional Shareholder Services Canada
Corporation ("ISS Canada"), the leading provider of proxy advisory services
and corporate governance, has announced its recommendation for Tri-Vision
shareholders to approve the amalgamation of Tri-Vision International Ltd.
("Tri-Vision") (TSX: TVL) and Wi-LAN Inc. ("Wi-LAN") (TSX: WIN). This
recommendation follows ISS Canada's analysis of the TVL Management Information
Circular, dated May 29, 2007.
ISS Canada is an independent firm which provides advice to institutional
investors on how to vote their proxies, among other governance solutions.
The merger is subject to regulatory approvals and the approval by at
least two-thirds of the votes cast at the June 28 meeting of Tri-Vision
shareholders, as a well as a majority of the votes cast at such meeting by
Tri-Vision and Wi-LAN announced the signing of definitive agreements to
combine the companies on May 11, 2007. The boards of directors of both
companies have unanimously approved the transaction. The board of directors of
Tri-Vision, having received the recommendation of a special committee of
independent directors formed to consider the transaction, recommends that
Tri-Vision shareholders vote in favour of the transaction. Acumen Capital
Finance Partners Limited has provided the Tri-Vision board of directors with a
formal written opinion stating that the transaction is fair, from a financial
point of view, to the holders of Tri-Vision common shares. Senior officers and
directors of Tri-Vision holding over 24% of Tri-Vision's outstanding common
shares have agreed to vote in favour of the transaction and have signed a
"The ISS report provides strong independent validation of our view that
this transaction is in the interest of our shareholders," said Tim Collings,
Chairman of Tri-Vision and inventor of the V-chip. "By amalgamating with a
well-capitalized, larger and more diversified company, our IP rights will be
further advanced and exploited. We'll also be able to realize greater value
from royalty and license payments for our technologies, all of which
translates into greater shareholder value."
"This is a definite win-win for both companies," added Jim Skippen,
Wi-LAN President & CEO. "With our combined resources, we are in a much
stronger position to assert Tri-Vision's patents, particularly against the
major players in the U.S. market. I believe Wi-LAN's solid financial position,
our licensing experience and our broad and diversified patent portfolio will
make it considerably more compelling for companies to take a license. It will
also accelerate the process since companies will realize they can face
litigation on many fronts with multiple infringing products."
Once completed, the merger will create a Canadian intellectual property
giant. In addition to Wi-LAN's already strong intellectual property portfolio
in the communications and consumer electronics markets, the combined company
will have access to the high-growth V-chip market, the only solution to
parental controls mandated by the U.S. Federal Communications Commission.
About Wi-LAN Inc.
Wi-LAN, founded in 1992, licenses intellectual property that drives a
full range of products providing access in communications and consumer
electronics markets. Some of the fundamental technologies covered by Wi-LAN's
patents include: CDMA, DSL, DOCSIS, Wi-Fi and WiMAX. Wi-LAN has already
licensed its intellectual property to a number of companies, including Cisco,
Fujitsu, March Networks and Nokia.
About Tri-Vision International Ltd.
Tri-Vision International Ltd. was established 1986. The company is
committed to becoming a leading international supplier of V-chip technology,
multi-media and cable television technologies. Tri-Vision has been publicly
listed since 1993, first on the Alberta Stock Exchange and currently on the
Toronto Stock Exchange (TSX) trading under the symbol TVL.
Certain statements in this release, other than statements of historical
fact, may include forward-looking information that involves various risks and
uncertainties. These may include, without limitation, statements based on
current expectations involving a number of risks and uncertainties related to
all aspects of the wireless and wireline communications industry and the
global economy. These risks and uncertainties include, but are not restricted
to: the almost exclusive reliance of the Company on licensing its patent
portfolio to generate revenues and cash flows; that the Company may be
required to establish the enforceability of its patents in court to obtain
material licensing revenues; that the Company will need to acquire or develop
new patents to continue to grow its business; that the Company requires
investment to translate its intellectual property position into sustainable
profit in the market; that the Company is dependent on the performance of its
key officers and employees; that changes in patent legislation or in the
interpretation or application of patent litigation could materially adversely
affect the Company; and that the Company has and may make acquisitions of
products, technologies or businesses which could materially adversely affect
the Company. These risks and uncertainties may cause actual results to differ
from information contained herein, when estimates and assumptions have been
used to measure and report results. There can be no assurance that such
forward-looking statements will prove to be accurate. Actual results and
future events could differ materially from those anticipated in such
statements. These and all subsequent written and oral forward-looking
statements are based on the estimates and opinions of management on the dates
they are made and expressly qualified in their entirety by this notice. The
Company assumes no obligation to update forward-looking statements should
circumstances or management's estimates or opinions change.
All trademarks and brands mentioned in this release are the property of
their respective owners.
For further information:
For further information: Steve Bower, CFO, Wi-LAN, C: (613) 697-7159, O:
(613) 688-4898, E: firstname.lastname@example.org; Lynne Bermel, Director Corporate
Communications, Wi-LAN, C: (613) 864-4058, O: (613) 688-4897, E:
email@example.com; David Garland, CFO, Tri-Vision, O: (416) 298-8551, E:
firstname.lastname@example.org; Tim Collings, Chairman of Tri-Vision Board of
Directors, C: (778) 241-2047, E: email@example.com