Attached files
file | filename |
---|---|
8-K - FORM 8-K - TESSERA TECHNOLOGIES INC | d458655d8k.htm |
Exhibit 99.1
Company Contact:
Rick Neely
Chief Financial Officer
408-321-6756
TESSERA RESPONDS TO STOCKHOLDERS NOTICE OF INTENT TO NOMINATE CANDIDATES
FOR CONTROL OF THE BOARD
San Jose, Calif. Dec. 24, 2012 Tessera Technologies, Inc. (NASDAQ: TSRA) (the Company or we) today confirmed receipt from Starboard Value and Opportunity Master Fund Ltd (Starboard) of a notice of Starboards intent to nominate seven candidates to the Board of Directors at the Companys 2013 Annual Meeting of Stockholders, which has not yet been scheduled.
The Nominating Committee and Board of Directors will review the proposed nominees in the ordinary course of our governance and nominating process, said Robert J. Boehlke, chairman of the Board of Directors. We are always open to hearing ideas or considering candidates that can help us create value for our stockholders, and we will carefully review the proposed candidates. We share our investors sense of urgency in getting the most value from our assets and businesses, which has led us to take strong actions in the past year, including the initiation of a dividend, significant cost reductions, the planned divestiture of non-core assets of DigitalOptics Corporation, and the addition of two new and highly qualified independent Board members.
The Company noted that, as previously announced, the deadline for nominations to the Board and other matters for the 2013 Annual Meeting of Stockholders remains February 15, 2013. The Company also noted that although Starboard has nominated up to seven candidates, it has not yet announced how many nominees it will actually seek to elect. Starboard has not sought to meet with senior management of the Company since its last such meeting, which took place at the Companys San Jose headquarters in August 2012.
Safe Harbor Statement
This press release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ significantly from those projected, particularly with respect to Starboards notice of its intention to nominate up to seven candidates at the Companys 2013 Annual
1
Meeting of Stockholders and the Companys review and consideration of such candidates. Material factors that may cause results to differ from the statements made include the plans or operations relating to the Companys businesses; market or industry conditions; changes in patent laws, regulation or enforcement, or other factors that might affect the Companys ability to protect or realize the value of its intellectual property; the expiration of license agreements and the cessation of related royalty income; the failure, inability or refusal of licensees to pay royalties; initiation, delays, setbacks or losses relating to the Companys intellectual property or intellectual property litigations, or invalidation or limitation of key patents; the timing and results, which are not predictable and may vary in any individual proceeding, of any ICC ruling or award, including in the Amkor arbitration; fluctuations in operating results due to the timing of new license agreements and royalties, or due to legal costs; the risk of a decline in demand for semiconductor and camera module products; failure by the industry to use technologies covered by the Companys patents; the expiration of the Companys patents; the Companys ability to successfully complete and integrate acquisitions of businesses, including the integration by DigitalOptics Corporation (DOC) of its recently acquired camera module manufacturing facility in Zhuhai, China; the risk of loss of, or decreases in production orders from, customers of acquired businesses; financial and regulatory risks associated with the international nature of the Companys businesses; failure of the Companys products to achieve technological feasibility or profitability; failure to successfully commercialize the Companys products; changes in demand for the products of the Companys customers; limited opportunities to license technologies and sell products due to high concentration in the markets for semiconductors and related products and camera modules; the impact of competing technologies on the demand for the Companys technologies and products; failure by DOC to become a vertically integrated camera module supplier; and the reliance on a limited number of suppliers for the components used in the manufacture of DOC products. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this release. The Companys filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended Dec. 31, 2011, and its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2012, include more information about factors that could affect the Companys financial results. The Company assumes no obligation to update information contained in this press release. Although this release may remain available on the Companys website or elsewhere, its continued availability does not indicate that the Company is reaffirming or confirming any of the information contained herein.
About Tessera Technologies, Inc.
Tessera Technologies, Inc. is a holding company with operating subsidiaries in two segments: Intellectual Property and DigitalOptics. The Intellectual Property business, comprised of engineering, licensing, account administration and litigation teams, generates revenue from manufacturers that use its patented ideas. The DigitalOptics business delivers innovation in imaging and optics with products and capabilities that enable expanded functionality in increasingly smaller devices. DigitalOptics miniaturized camera module solutions
2
provide cost-effective, high-quality camera features, including Micro Electro Mechanical Systems (MEMS)-based autofocus, extended depth of field (EDoF), zoom, image enhancement and optical image stabilization. DigitalOptics also offers customized micro-optic lenses from diffractive and refractive optical elements to integrated micro-optical subassemblies. For more information call 1.408.321.6000 or visit www.tessera.com.
Tessera, Tessera, Inc., the Tessera logo, DigitalOptics Corporation, and Invensas Corporation are trademarks or registered trademarks of affiliated companies of Tessera Technologies, Inc. in the United States and other countries. All other company, brand and product names may be trademarks or registered trademarks of their respective companies.
Additional Information and Where to Find It
Tessera Technologies, Inc. (the Company), its directors and certain executive officers and employees may become participants in the solicitation of proxies from stockholders in connection with the Companys 2013 Annual Meeting of Stockholders (the Annual Meeting). The Company plans to file a proxy statement with the Securities and Exchange Commission (the SEC) in connection with the solicitation of proxies for the Annual Meeting (the 2013 Proxy Statement).
Robert J. Boehlke, John B. Goodrich, Richard S. Hill, David C. Nagel, Kevin G. Rivette, Timothy J. Stultz, Anthony J. Tether, and Robert A. Young, all of whom are members of the Companys Board of Directors, and C. Richard Neely, Jr., Executive Vice President and Chief Financial Officer, Bernard J. Cassidy, Executive Vice President, General Counsel and Secretary and Moriah Shilton, Senior Director, Investor Relations, may become participants in the Companys solicitation. Information regarding the Companys directors and executive officers respective interests in the Company by security holdings or otherwise is set forth in the Companys proxy statement relating to the 2012 annual meeting of stockholders. No other participants own in excess of 1% of the Companys common stock. Additional information regarding the interests of such participants will be included in the 2013 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting.
Promptly after filing its definitive 2013 Proxy Statement with the SEC, the Company will mail the definitive 2013 Proxy Statement and a proxy card to each stockholder entitled to vote at the Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE 2013 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, copies of the definitive 2013 Proxy Statement and any other documents filed by the Company with the SEC in connection
3
with the Annual Meeting at the SECs website (http://www.sec.gov), at the Companys website (http://ir.tessera.com/sec/cfm) or by writing to the Secretary, Tessera Technologies, Inc., 3025 Orchard Parkway, San Jose, California 95134.
TSRA-G
4