Wind River Systems Acquires AudeSi Technologies

On May 1, 2000, Palo Alto, California-based Wind River Systems, Inc. (Wind River), a leading provider of embedded software and services for smart devices, completed its acquisition of AudeSi Technologies Inc. (AudeSi), of Calgary, in an exchangeable share transaction valued at $62.5 million. AudeSi is a privately-held leading edge technology company providing hardware and software solutions to consumer device manufacturers and Internet service providers which wish to bring flexible, multi-application Internet access devices to market on a faster basis. AudeSi will continue to be based out of Calgary.

Immediately prior to the share exchange, AudeSi amalgamated with several holding companies controlled by founding shareholders of AudeSi. A capital reorganization was then completed which saw Canadian shareholders, after application of a negotiated exchange ratio, issued exchangeable shares of AudeSi exchangeable on a one-for-one basis with publicly-traded Wind River shares and U.S. shareholders being issued preferred shares which are convertible into exchangeable shares at a later date. A wholly-owned, unlimited liability Canadian subsidiary of Wind River then subscribed for and was issued Class A voting shares in AudeSi.

Canadian counsel for AudeSi was McCarthy Tétrault with William H. Smith, Q.C., David W. Ross (tax) and Lloyd E. Symons acting as counsel. US counsel for AudeSi was Buchanan Ingersoll (Philadelphia). Aird & Berlis acted for Wind River as Canadian counsel, with a team being led by Jay A. Lefton (corporate finance) and comprised of Michael P. McCloskey (corporate finance) and Barbara J. Worndl (tax). US counsel for Wind River was Cooley Godward LLP (Palo Alto) with David A. Lipkin as lead US counsel.