Another quiet month I really expected to see some news in January. Based on the AMD resolutions that Cabbie shared I decided to read the WiLAN sale details again. I should have it memorized by now.
Wouldn't it be nice to know the exact terms of the earn out and the promissory note. Perhaps the AMD settlements hit some of these milestones. Who knows? I don't expect a PR on this news as details are usually confidential and if Quarterhill give details then WiLAN essentially would be violating the agreement with AMD. So, do we find out about any earn outs on the quarterly financials and just enjoy the earnings surprise when they eventually come our way?
It was already stated on the Q3 call that some revenue was pushed out to Q4, so Q4 should be pretty good. Following that, a Q1 earn out on WiLAN, better margins and more projects moving to operational phase could lead to an interesting few months. Thinking this is why we saw the board stepping up with share purchases at the end of 2023 with their own money..
In addition to the 10% ownership stake in WiLAN, the consideration for this transaction will consist of approximately $48.0 million in cash, approximately $8.0 million as an earn out and approximately $15.4 million pursuant to an unsecured promissory note, which earn out and note are payable on WiLAN achieving certain revenue milestones. Quarterhill's 10% ownership stake can be repurchased by WiLAN for between approximately $13.0 million and $16.0 million subject to WiLAN meeting certain revenue milestones. Quarterhill will be entitled to receive its pro rata portion of any dividend distributions made by WiLAN.