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MOSAID Responds to Hedge Fund Dissident Circular
OTTAWA, Ontario - September 11, 2006 - MOSAID Technologies Incorporated (TSX: MSD) today issued a response to the dissident proxy circular filed by Loeb Partners Corporation. Shareholders will receive by mail an information package which includes a shareholder letter and voting instructions to vote a blue proxy in favour of the MOSAID slate of directors. MOSAID urges shareholders to support the Company's current board and management, as well as the Company's plan to review all strategic alternatives, and to reject Loeb's one-dimensional prescription to quickly sell the Company.
September 11, 2006
Dear Fellow MOSAID Shareholders:
At the upcoming Annual and Special Meeting scheduled for September 22, 2006, you will be asked to make an important choice - one that will have a direct impact on your investment in MOSAID. We are asking you to:
A) Vote your shares to support a management team and board that:
B) NOT support the Loeb "plan" that:
We believe the choice is clear and we are asking for your vote. Let us now consider the situation in more detail.
U.S. HEDGE FUND TRYING TO FORCE THE QUICK SALE OF YOUR COMPANY
On August 15, 2006, Loeb issued a letter demanding the "prompt sale of the company to the highest bidder." Loeb has now started a disruptive and costly proxy contest in opposition to your board of directors and management.
Loeb has launched vindictive and personal attacks against a management team and board that: is delivering the best financial results in the Company's 31-year history; has grown MOSAID's revenues at a compound annual growth rate (CAGR) of 50% over the past two years; and has initiated an annual dividend that has quickly grown to $1.00 per share, while the Company's stock has consistently outperformed key benchmark indices (NASDAQ, SOX) over the past five years.
Loeb is a New York City-based hedge fund and dissident shareholder with a history of activism. Loeb's typical method of operation is to take minority shareholder positions in companies and attempt to force a prompt sale, thereby quickly profiting, at a minimum, from the 'control premium' associated with such a transaction. Recently, Loeb has significantly increased its MOSAID ownership position, and is now trying to create an "event" that would result in the quick sale of the Company, at the expense of maximizing value for all shareholders. Loeb is pursuing this action regardless of the harm caused to MOSAID and its program for share price appreciation, the Company's employees, and customer relationships.
MOSAID's management and the board have been focusing on shareholder value, and have been regularly reviewing strategic alternatives to maximize value. In light of Loeb's demand, the board formed a Special Committee of the Board of Directors, which consists of three independent board members. The Special Committee considered Loeb's one-dimensional demand and concluded that the prompt sale of the Company, forced by a dissenting shareholder in a publicly disclosed process, while suiting Loeb's interests, is only one of a range of strategic alternatives available.
The Special Committee determined that only a review of strategic alternatives by the current MOSAID team, with the assistance of Morgan Stanley and CIBC World Markets, was in the best interests of all shareholders. Our process is more likely to maximize shareholder value because we are committed to reviewing all alternatives and, most importantly, can provide effective management and guardianship of your Company's value during that process. It would be foolhardy of the board to place all bets on a quick sale, which may or may not materialize, as Loeb is recommending. Keep in mind that at the same time that Loeb is recommending a prompt sale of your Company, they are disparaging the assets of the very Company they want sold. Is that any way to increase the value of MOSAID? Do not trust them to run your Company for your benefit.
LOEB DOES NOT TRUST SENIOR MANAGEMENT - YET SUPPORTS THE RE-ELECTION OF CURRENT EXECUTIVES AND DIRECTORS TO THE BOARD
Loeb has directed a steady stream of personal attacks against management and the board. In their August 15 letter, Loeb disparages management as "somewhat confused and directionless," characterizes them as "complacent," with a "spotty record of creating value," states that "the market has little faith in your management and board," and opines that "George Cwynar and Richard Boadway must come to grips with their failure…" In their proxy circular, Loeb steps up these attacks, stating that under MOSAID's current board shareholder value has been eroded, cash misused, opportunities missed, shareholder interests ignored, and insists that "this value destruction and poor corporate governance must be stopped."
It is difficult to then understand why Loeb supports the re-election to the board of three of MOSAID's current directors, Mr. Cwynar, Mr. Boadway and Mr. Theodore Galanthay. How can Loeb support the re-election of executives and board members whom they accuse, in extremely personal terms, of serious corporate mismanagement, including the misuse of cash? Further, in light of Mr. Galanthay's extensive patent licensing experience and Loeb's allegations of the lack thereof on the current board, how can Loeb support individuals about whom they know so little? We offer two reasons for Loeb's actions. First, Loeb has no intention of working with any board in operating the Company for the benefit of shareholders: their only plan is MOSAID's sale. Second, we believe that Loeb did not put forward a full slate of seven nominees because they were unable to find the requisite number of individuals with sector-related experience willing to take part in their transparent attempt to seize control of the Company and undertake a quick sale at the expense of creating maximum value for all shareholders
WHAT IS LOEB'S TRUE GOAL?
As further evidence of Loeb's questionable motives, in its letter dated August 15, 2006, Loeb unequivocally demands that the board and management of MOSAID hire an investment banker to "clear the way for a prompt sale of the Company to the highest bidder". Only three weeks later, in its proxy circular filed on September 6, Loeb writes about offering shareholders the opportunity to "own shares that outperform in terms of profitability and price performance." These sharply contrasting messages hide what Loeb's underlying motivations may be for your Company. However, Loeb's past record suggests a short-term orientation with a focus only on a 'quick flip'. We believe that a sale of the Company is only one of many alternatives that should be considered
LOEB DOES NOT BELIEVE MANAGEMENT AND ITS ADVISORS ARE SERIOUS ABOUT CONDUCTING A REVIEW OF STRATEGIC ALTERNATIVES
On September 5, 2006, MOSAID announced that it had retained Morgan Stanley and CIBC World Markets to assist in a comprehensive review of strategic alternatives, which includes, but is not limited to, a review of capital structure; potential business combinations or strategic partnerships; and the restructuring or sale of parts or all of the business to maximize the value of the Company for all shareholders. Loeb dismisses the strategic review as a "cynical and transparent maneuver" that was begun only because they were intending to file a dissident circular, and insists that new directors are needed for the purpose of "influencing and authenticating" the process on behalf of shareholders
Putting aside Loeb's inference that internationally regarded organizations such as Morgan Stanley and CIBC World Markets would risk reputations developed over decades to act as 'mouthpieces' for MOSAID management, the key issue, which Loeb ignores, is whether the Company's strategic review is best conducted in the private or public domain.
MOSAID has received financial advice from its advisors that a private strategic review typically yields superior results as compared to reviews conducted in public. Public strategic reviews increase uncertainty among customers, suppliers and employees. Loeb's irresponsible and ill-conceived attacks have obliged us to make this review public. Nevertheless, we are fully engaged in a complete review of all strategic alternatives that should result in superior value for shareholders. We ask shareholders to consider why Loeb is against management's plan for a complete review of strategic alternatives and is focused solely on the prompt sale of the Company? What is the Loeb plan for building sustainable shareholder value if their "prompt sale" process does not result in any attractive offers?
We believe that the current management team and board, which are responsible for MOSAID's business plans, revenue and profit growth, are best suited to reviewing all alternatives in order to identify the best course of action for the Company and all shareholders. Without conducting such a review, one cannot conclude that a short-term solution is the best course of action. A sale of the Company is one possibility, but until a thorough evaluation is completed, we cannot necessarily conclude that it is the best one.
MOSAID HAS BEGUN THE STRATEGIC REVIEW PROCESS AND IS COMMITTED TO ACTION
The board and management of MOSAID, along with our advisors, are committed to the conduct of a thorough but timely review of strategic alternatives to maximize the value of your Company. We will identify and evaluate all options available to the Company in a comprehensive fashion.
As a result of Loeb's actions, which have caused the strategic review process to be made public, the board will work to minimize the disruptions to MOSAID's business, while at the same time ensuring that all value maximizing alternatives are appropriately considered. Both management and the board are highly motivated to complete the review in a timely fashion so that there is minimal impact on the Company's employees, suppliers and customers.
MOSAID'S BUSINESS PLAN IS WORKING
MOSAID has achieved tremendous success and is now the seventh largest intellectual property (IP) company in the semiconductor industry. Revenues have grown at 50% (CAGR) over the past two years and MOSAID is on track in its current fiscal year to deliver the highest revenues and profits in its 31-year history. This success has enabled management to begin returning capital to shareholders. In July 2005, the Company paid MOSAID's first-ever dividend, and has doubled the dividend in one year from $0.50 to $1.00 per share annually. To support the Company's belief that the current market price does not reflect its true value, MOSAID, for the past two years, has also implemented a normal course issuer bid to buy back and cancel approximately 4% of shares outstanding in each of those years.
The market has taken note of our accomplishments. MOSAID's share price has been a consistent top performer within Loeb's arbitrary assessment of its semiconductor IP peer group (ARM, Rambus, Saifun, and Virage), despite market fluctuations. Prior to Loeb's first public demand on August 15, 2006, the market performance of MOSAID's shares was:
CREATING VALUE AT MOSAID - THE NEXT PHASE
Despite this strong performance, the board and management of your Company agree that the share price is currently undervalued. We believe that, although the Company's guidance for fiscal 2007 is for record revenue and profit growth, the mid-summer softness in the share price, which coincided with a decline in semiconductor stocks and appeared to spark Loeb's precipitous demand to sell your Company, partly reflects concern about MOSAID's growth prospects. Loeb's criticisms center on their view that MOSAID has only one business of any value. This underscores Loeb's willingness to accept a fire-sale price. The board and management of MOSAID strongly disagree with Loeb and believe that all of its businesses have value. It is therefore important that shareholders understand MOSAID's growth and value catalysts.
Patent Licensing - What Are the Next Growth Drivers?
The key driver of MOSAID's recent success has been revenues derived from licensing its patents. We have generated hundreds of millions of dollars in revenues from our patents - an accomplishment matched by only a handful of companies in the world. In fact, MOSAID is the third-largest semiconductor company in the world as measured specifically by revenues derived from patent licensing. And yet Loeb, which consistently displays a woeful lack of understanding about MOSAID's business, incorrectly states that MOSAID has few new sources of revenue now that the Company has licensed the majority of the Dynamic Random Access Memory (DRAM) market. As we have communicated to shareholders, MOSAID's strategic plan calls for a multi-pronged approach to expanding its highly profitable and internationally recognized Patent Licensing program:
Semiconductor IP - MOSAID is Focused on a Growth Market
MOSAID's Semiconductor IP group designs and licenses standard blocks of circuitry to companies that specialize in designing complex System-on-a-Chip integrated circuits. The global semiconductor IP market is growing faster than the overall semiconductor chip market, and provides excellent growth opportunities for companies such as MOSAID. We have acknowledged that our Semiconductor IP business is not yet profitable and requires investment to succeed - investment that we believe will result in profitable growth.
Similar to its peers in the semiconductor IP industry, including ARM, Rambus, Saifun and Virage, MOSAID's strategy is to develop and license technology. Each of these companies has a significant R&D program to develop new technology, and significant product or services revenues from delivering these new technologies to semiconductor manufacturers. They also enjoy downstream revenues through royalties and/or patent licenses once their technologies enter volume production. MOSAID's tremendous success in licensing patents to DRAM manufacturers is based on our many years of work in developing DRAM products for our customers, resulting in the extensive and fundamental patents we hold today. If we were to terminate our semiconductor R&D activity, we would be shutting off the main engine that has generated record revenues and profits for the Company.
Our new Semiconductor IP group is making progress:
Our customers, primarily "fabless" semiconductor design companies, want to license circuit designs from innovative, financially sound companies that provide broad product lines so they do not have to piece together a solution from multiple vendors. MOSAID is clearly such a company, and that is why we think that MOSAID's Semiconductor IP product business can stand on its own as a profitable business.
Systems - Is it Core to MOSAID?
Through its Systems Division, MOSAID has been selling automated test equipment to memory manufacturers, foundries, and chip design companies since 1982. Our testers are installed in over 600 companies in 17 countries. The MOSAID brand is internationally recognized, and the Company benefits from long-standing customer relationships and insight into the development of memory technology and products. The Systems Division has generated profits and cash for the last two years:
While the Systems Division is experiencing a soft first half in fiscal 2007, we expect the business to be cash flow positive in the second half. To enhance our market position and the Division's value, we are currently developing a next-generation product for testing advanced memory devices. Nevertheless, we consider the Systems business to be a non-core asset.
Overall, MOSAID is building on the momentum of its Patent Licensing and Semiconductor IP groups, and is maintaining its focus on growing revenues and profits. We think the building blocks are in place to take MOSAID to the next stage of growth.
LOEB CRITICIZES THE BOARD AND MANAGEMENT FOR NOT OWNING ENOUGH SHARES - BUT LOEB'S NOMINEES OWN NONE
Loeb states that the current board does not directly represent shareholder interests because board members own only 1.2% of the Company's shares, compared with the 9.1% stake of Loeb and its affiliates. While the percentages quoted are accurate, Loeb failed to mention one important fact:
According to Loeb's circular, their nominees to the MOSAID board do not own any MOSAID shares.
LOEB WANTS SHAREHOLDERS TO PAY FOR THEIR ATTACK ON MOSAID
In their proxy circular, Loeb refers to an August 21, 2006 proposed settlement agreement. Loeb's proposal to MOSAID contained a long list of demands, including that two Loeb nominees be put forward for election and that, once elected, these two directors be effectively put in charge of developing strategic alternatives for the Company. We rejected this circumvention of the orderly nomination process established within our corporate governance practices, which are consistent with the guidelines of the Canadian Securities Administrators and all reputable publicly traded companies. We also refused to abdicate the board's responsibility to provide stewardship for the Company, including strategic directions, in favour of Loeb's short-term goal of selling MOSAID.
What Loeb did not tell shareholders is that they also proposed that the Company pay all of their expenses associated with their attack on MOSAID. This would clearly never be acceptable in light of our fiduciary obligations to all shareholders. Is Loeb more interested in doing what is right for Loeb than in doing what is right for shareholders?
TWO OF LOEB'S NOMINEES DO NOT HAVE SEMICONDUCTOR IP COMPANY EXPERIENCE
Loeb is putting forward for election to the board three nominees: Gideon King, Eugene Davis, and Emmett Murtha. Mr. King and Mr. Davis have no experience operating IP companies. As executive vice president of Loeb, Mr. King is well known for his role in agitating for the sale of target companies, while, as far as we can tell, research shows that Mr. Davis specializes in dismantling troubled companies. With record profits and growth, MOSAID hardly fits that description. Mr. Murtha is an expert in patents and intellectual property, but unlike our current Senior Vice President, Patent Licensing, he is not a lawyer and lacks litigation management experience. On balance, it appears that Loeb's nominees are intent on achieving a single goal: dismantling MOSAID for quick sale.
LOEB WRONGLY CRITICIZES MOSAID FOR DEPARTURE OF SKIPPEN AND FOSS
Loeb states that with the departure of Jim Skippen, the former head of the Patent Licensing group, MOSAID is now left without experienced IP professionals skilled at monetizing IP assets. This is a ridiculous assertion. Mr. Skippen's role has been very capably filled by Theodore Galanthay, who is supported by a strong and experienced team of licensing professionals. Mr. Galanthay was elected to the MOSAID board specifically because of his widely recognized international success as a patent and licensing attorney. A former Group Vice President of STMicroelectronics, Europe's largest semiconductor company, Mr. Galanthay personally led the negotiation of patent licenses in Japan, Europe, and the U.S. with many peer companies, individual inventors and patent licensing companies. Further, he was an IP attorney at IBM for 25 years where, in his last assignment, he served as an executive manager at the Personal Computer Group. Under Mr. Galanthay's leadership as Senior Vice President, Patent Licensing and General Counsel (Acting), MOSAID's patent licensing program continues to make strides. MOSAID is in patent license negotiations with infringers, and recently initiated litigation against Micron, Powerchip Semiconductor and ProMOS. For the first time, MOSAID has asserted a patent against a non-memory product (a CMOS image sensor product), and is involved in patent acquisition negotiations and other related activities.
It is also important for shareholders to note that, not surprisingly, Loeb's attack has delayed the hiring of a permanent patent licensing attorney, because qualified attorneys and executives have little doubt that Loeb wants to sell MOSAID for a quick profit.
In addition, Dr. Richard C. Foss, MOSAID's former Chairman and CEO, has not "left the Company", but remains a significant and active shareholder, continues to provide top-level guidance to our R&D teams on a consulting basis, and enthusiastically supports management and the board.
LOEB ATTACKS THE CREDIBILITY OF INDEPENDENT DIRECTORS AND COMPANY COMPENSATION
Loeb also attacks the credibility of MOSAID's three independent directors citing, for example, the 15 years of service given to MOSAID by Thomas Csathy, Chairman of the Special Committee and Chairman of the Board of Directors, and the compensation paid for his services, as 'evidence' that he is not really independent. All companies pay their directors and chairs, and Mr. Csathy's compensation is in line with his qualifications and experience. Furthermore, many high technology companies pay compensation at the 75th percentile of their peer group, which is the norm among successful firms that are competing to attract the best talent. MOSAID's growth record over the past three years is evidence that its business plan is working and its compensation policies are sound.
AN EXPERIENCED BOARD AND MANAGEMENT
MOSAID's board and management have repeatedly demonstrated their ability to succeed, even in a challenging industry environment. Given MOSAID's success in creating shareholder value by delivering on the Company's strategic business plan, we believe that shareholders are best served by the continued leadership of these directors and executives. The vast experience that the board and management have had with MOSAID makes this team best suited to implement the course of action resulting from the review of strategic alternatives and to create shareholder value if the result of the strategic review is not a "prompt sale."
George Cwynar - President, CEO, and Director
Mr. Cwynar has guided the Company's MOSAID's transition into an internationally recognized IP powerhouse. He has 35 years of high tech experience, and prior to joining MOSAID, was Senior Vice President with MacDonald Dettwiler and Associates, a leading systems integration company. Mr. Cwynar has 12 years of experience at MOSAID.
Richard Boadway - Executive Vice President, CFO, and Director
Mr. Boadway is a key member of the team that led MOSAID through the technology downturn and its reemergence as a highly successful company. He has 30 years of general and financial management experience covering the investment banking, brokerage, management consulting, venture capital and technology industries. He has nine years of experience at MOSAID.
Theodore Galanthay - Senior Vice President, Patent Licensing and General Counsel (Acting), and Director
Under Mr. Galanthay's leadership, MOSAID is conducting patent license negotiations with infringers, actively negotiating the acquisition of patents, and has initiated litigation against Micron, Powerchip Semiconductor and ProMOS. He has 35 years of experience in patents and licensing, and has served for one year on MOSAID's board.
Michael Kaskowitz - Senior Vice President, Semiconductor IP
Mr. Kaskowitz has over 25 years of experience in the embedded processing, IP and electronic design automation industries. Prior to joining MOSAID in August 2006, he was President of the VSI Alliance, the leading semiconductor IP standards body, and General Manager of the IP and Embedded Software divisions of Mentor Graphics.
Glenn Evans - Senior Vice President, General Manager, Systems Division
Under the leadership of Mr. Evans, the Systems Division has become a preeminent leader in Memory Test systems for engineering applications. He has been with MOSAID for 22 years.
Peter Gillingham - Vice President and Chief Technology Officer
Mr. Gillingham is a prolific inventor with over 60 U.S. patents. As the Company's first Chief Technology Officer, he advises on technology trends and development, and technology assessments of partnerships. He has 17 years with MOSAID.
MOSAID's independent board members all add significant value to MOSAID.
Thomas Csathy - Chairman of the Board, Chairman of the Special Committee
Mr. Csathy is past President of Cognos Incorporated, one of the Canada's most successful high technology companies, where he led the company through a formative period that included its IPO and a tripling of revenues. He was also President of Burroughs Canada, and had a 20 year career with IBM Canada in systems engineering, sales, and finance. He has served on the boards of several U.S. and Canadian companies, and has served for 15 years on MOSAID's board of directors.
Dr. John Millard - Director, Member of the Special Committee
Dr. Millard served from 1992 to 1998 as President and CEO of Mitel Corp., one of Canada's largest telecommunications companies. Prior to that, he was a Senior Vice President with NEC America. Dr. Millard has served on a number of boards, and is the former Chairman of SiGe Semiconductor and of Redline Communications. He has eight years of service on MOSAID's board.
Donnie Moore - Director, Member of the Special Committee
Mr. Moore's career spans more than 25 years of financial and administrative management experience in the computer industry, including 14 years with Cognos Incorporated, where he served as Senior Vice President Finance and Administration, and CFO. During this time, Cognos revenues increased fifteen fold. Mr. Moore has served on the board of directors of a number of Canadian companies, and has been on the MOSAID board for two years.
Carl Schlachte, Sr. - Director nominee
Mr. Schlachte is President and CEO of ARC International. He is an expert in the Semiconductor IP business and his knowledge and perspective will help MOSAID grow this business.
VOTE YOUR BLUE PROXY AT THE ANNUAL AND SPECIAL GENERAL MEETING
We believe the choice is clear - vote your BLUE proxy FOR the management slate of directors and their commitment to creating shareholder value. The Loeb plan, aimed only at the quick sale of the Company, is not in the best interests of shareholders and should be voted down. We urge you to vote only the BLUE proxy and disregard any yellow proxies you may have received from Loeb.
If you have previously voted a proxy in support of MOSAID management, there is no need to vote a new proxy.
If you have any questions on voting your BLUE proxy, please call Kingsdale Shareholder Services at 1-866-289-9929.
We thank you for your confidence and support. No matter how many shares you own, it is important that you vote, because not voting will give an unfair advantage to Loeb.
Sincerely,Thomas I. Csathy
Chairman
George J.J. Cwynar
Chief Executive Officer
About MOSAID
MOSAID Technologies Incorporated makes semiconductors better through the development and licensing of intellectual property and the supply of memory test and analysis systems. MOSAID counts many of the world's largest semiconductor companies among its customers. Founded in 1975, MOSAID is based in Ottawa, Ontario, with offices in Santa Clara, California, Newcastle upon Tyne, U.K, and Tokyo, Japan. For more information, visit www.mosaid.com.
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