News

24May, 17

International Road Dynamics Inc. Shareholders Overwhelmingly Approve Plan of Arrangement with Wi-Lan Inc.

Saskatoon, SK - May 24, 2017 - International Road Dynamics (“IRD”) (TSX: IRD) announces that, at an annual and special meeting of IRD shareholders held earlier today (the "Meeting"), IRD shareholders voted in favour of the proposed transaction pursuant to which Wi-LAN Inc. (“WiLAN”) (TSX:WIN) (NASD:WILN) will acquire all of the issued and outstanding common shares of IRD for cash consideration of $4.25 per share by way of a statutory plan of arrangement under section 192 of the Canada Business Corporations Act (the "Arrangement").

WI-LAN

Approval of the Arrangement requires approval by: (i) 66⅔% of the votes cast by shareholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by such shareholders as are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").

At the Meeting, approximately 52.4% of the outstanding IRD shares were represented in person or by proxy, of which 98.8% were voted in favour of the Arrangement.   Approximately 98.57% of the shareholders other than shareholders whose votes were required to be excluded for purposes of “majority of the minority” approval under MI 61-101 voted in favour of the Arrangement.

Completion of the Arrangement remains conditional on approval by the Saskatchewan Court of Queen’s Bench (the “Court”) and certain other closing conditions customary for transactions of this nature. Subject to obtaining Court approval and the satisfaction or waiver of all other closing conditions, it is anticipated that the Arrangement will be completed on or about June 1, 2017.

"We are very pleased this transaction has resulted in such compelling and certain value for IRD shareholders,” said Terry Bergan, President and CEO of IRD. “Going forward, the Quarterhill platform provides significant opportunity for our employees and customers to benefit from our future growth plans, and gives us the opportunity to focus 100% of our energy on building our business. We have a history of innovation and look forward to leveraging the expertise of the Quarterhill team to further accelerate our growth."

Annual Meeting Matters

In addition to the Arrangement, the following matters were voted upon at the Meeting, each of which are discussed in detail in IRD’s Management Information Circular dated April 25, 2017. The voting results for each of these matters are provided below:

1. Election of Directors. The seven (7) director nominees proposed by management were elected as directors.  The results are as follows:

Nominee

Votes For

Percent

Votes Withheld

Percent

Dr. A.T. Bergan

7,832,313

100

Nil

Nil

Terry Bergan

7,832,313

100

Nil

Nil

Sharon Parker

7,831,313

99.99

1,000

0.01

Ray Harris

7,831,313

99.99

1,000

0.01

Harvey Alton

7,831,313

99.99

1,000

0.01

Dr. C. Michael Walton

7,831,313

99.99

1,000

0.01

Ray Kolla

7,831,313

99.99

1,000

0.01

2. Appointment of Auditors.  KPMG LLP, Chartered Accountants, was appointed to serve as the auditors of the Corporation for the ensuing year.

About IRD

IRD is a highway traffic management technology company specializing in supplying products and systems to the global Intelligent Transportation Systems industry.  IRD is a North American company based in Saskatoon, Saskatchewan Canada with sales and service offices throughout the United States and overseas. Private corporations, transportation agencies and highway authorities around the world use IRD's products and advanced systems to manage and protect their highway infrastructures.

Further information on IRD is available on IRD’s website at: www.irdinc.com and SEDAR at: www.sedar.com.

About WiLAN

WiLAN is one of the most successful patent licensing companies in the world and helps companies unlock the value of intellectual property by managing and licensing their patent portfolios. WiLAN operates in a variety of markets including automotive, digital television, Internet, medical, semiconductor and wireless communication technologies. WiLAN has announced plans to change its name to Quarterhill Inc. (“Quarterhill”) in the second quarter of 2017 after which, WiLAN, the patent licensing business, will become a subsidiary of Quarterhill. Founded in 1992, WiLAN is listed on the TSX and NASDAQ. For more information: www.wilan.com.

Forward-Looking Information

This announcement contains "forward-looking" statements within the meaning of applicable securities laws. Forward-looking statements and information relate to future events and future performance, and in particular reflect IRD’s expectations regarding the impact of the approval of the Arrangement by securityholders and the Court, the timing of IRD’s application for a final order of the Court approving the Arrangement and the timing of the closing of the Arrangement. Forward-looking statements may be identified by words such as "seek", "believe", "plan", "estimate", "anticipate", expect", "intend", and statements that an event or result "may", "will", "should", "could", or "might" occur or be achieved and any other similar expressions.

Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from the statements made. Factors that could cause or contribute to such differences include, but are not limited to, the timing and possible outcome of regulatory and court approvals in connection with the transaction, the possibility that the transaction may not close, the reaction to the transaction of IRD’s customers and business partners, the reaction of competitors to the transaction, the retention of IRD employees, WiLAN’s plans for IRD, economic and political conditions in the global markets in which IRD and WiLAN operate, the future growth of IRD’s and WiLAN’s businesses and the possibility that integration following the transaction may be more difficult than expected. More information about these and other factors can be found in IRD’s Annual Information Form, dated February 24, 2017,  filed under IRD’s SEDAR profile at www.sedar.com.

IRD is a highway traffic management technology company specializing in supplying products and systems to the global Intelligent Transportation Systems (ITS) industry.  IRD is a North American company based in Saskatoon, Saskatchewan Canada with sales and service offices throughout the United States and overseas.  Private corporations, transportation agencies and highway authorities around the world use IRD's products and advanced systems to manage and protect their highway infrastructures.

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