MIPS Technologies Announces Receipt of Unsolicited Proposal From CEVA, Inc.
21 November 2012 - 8:25AM
Reiterates Commitment to Imagination
Technologies Transaction
Announces Intention to Enter Into Discussions
With CEVA
MIPS Technologies, Inc. (Nasdaq:MIPS), a leading provider of
industry-standard processor architectures and cores for home
entertainment, networking, mobile and embedded applications, today
announced that it has received an unsolicited proposal from CEVA,
Inc. (Nasdaq:CEVA) to acquire all of the outstanding MIPS shares,
following the consummation of the proposed patent sale transaction
with Bridge Crossing, LLC and the proposed recapitalization, for
$75 million (U.S.) in cash. CEVA's proposal is subject to the
approval of its board of directors and a brief period of
confirmatory due diligence.
MIPS had previously announced (on November 5, 2012) that
Imagination Technologies Group plc (LSE:IMG) would acquire the
outstanding MIPS shares following the consummation of the proposed
patent sale transaction with Bridge Crossing and the proposed
recapitalization, for $60 million (U.S.) in cash.
The MIPS Technologies Board of Directors is evaluating CEVA's
proposal and has not made a determination as to whether the
proposal is superior to MIPS Technologies' pending transaction with
Imagination Technologies. However, the MIPS Technologies Board of
Directors believes the CEVA proposal could reasonably be expected
to lead to a superior transaction, so it has determined to engage
in discussions with CEVA. There can be no assurances that any
definitive agreement or transaction will result from the CEVA
proposal or MIPS Technologies' discussions with CEVA.
The MIPS Board of Directors continues to recommend the merger
agreement with Imagination Technologies to its stockholders. The
MIPS Board of Directors is not withdrawing its recommendation with
respect to the merger agreement and the merger, or proposing to do
so, and is not making any recommendation with respect to the CEVA
proposal.
J.P. Morgan is acting as exclusive financial advisor to MIPS
Technologies and Skadden, Arps, Slate, Meagher & Flom LLP is
acting as legal advisor.
About MIPS Technologies, Inc.
MIPS Technologies, Inc. (Nasdaq:MIPS) is a leading provider of
industry-standard processor architectures and cores for home
entertainment, networking, mobile and embedded applications. The
MIPS architecture powers some of the world's most popular products
including over 700 million units in our most recent fiscal year.
Our technology is broadly used in products such as digital
televisions, set-top boxes, Blu-ray players, broadband customer
premises equipment (CPE), WiFi access points and routers,
networking infrastructure and portable/mobile communications and
entertainment products. Founded in 1998, MIPS Technologies is
headquartered in Sunnyvale, California, with offices worldwide. For
more information, contact (408) 530-5000 or visit www.mips.com.
The MIPS Technologies, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=11351
Additional Information and Where You Can Find
It
This communication may be deemed to be solicitation material in
respect of the proposed transaction between MIPS and Imagination
Technologies. In connection with the proposed transaction, MIPS
intends to file a definitive proxy statement and other relevant
materials with the SEC. The proxy statement and other relevant
materials, and any other documents to be filed by MIPS with the
SEC, may be obtained free of charge at the SEC's website at
www.sec.gov or from MIPS' website at www.mips.com or by contacting
MIPS Investor Relations at: ir@mips.com. Investors and security
holders of MIPS are urged to read the proxy statement and the other
relevant materials when they become available before making any
voting or investment decision with respect to the proposed
transaction because they will contain important information about
the transaction and the parties to the transaction.
MIPS and its executive officers, directors and other members of
their management and employees, under SEC rules, may be deemed to
be participants in the solicitation of proxies from MIPS'
stockholders in favor of the proposed transaction. A list of the
names of MIPS' executive officers and directors and a description
of their respective interests in MIPS are set forth in the proxy
statement for MIPS' 2011 Annual Meeting of Stockholders, MIPS' 2012
Annual Report on Form 10-K and Amendment No. 1 thereto, in any
documents subsequently filed by its directors and executive
officers under the Securities Exchange Act of 1934, as amended, and
the proxy statement and other relevant materials filed with the SEC
in connection with the transactions when they become available.
Certain executive officers and directors of MIPS have interests in
the proposed transaction that may differ from the interests of
stockholders generally, including benefits conferred under
retention, severance and change in control arrangements and
continuation of director and officer insurance and indemnification.
These interests and any additional benefits in connection with the
proposed transaction will be described in the proxy statement
relating to the transactions when it becomes available.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains statements that may be deemed to be
forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
These statements are based on MIPS Technologies and its Board of
Directors' current expectations and beliefs and are subject to a
number of factors and uncertainties that could cause actual results
to differ materially from those described in these statements.
These statements include that the proposed Imagination Technologies
transaction will have compelling strategic and financial benefits;
the Board's continued recommendation of the Imagination
Technologies transaction to its stockholders; and other statements
regarding the possible transactions. Any statements that are not
statements of historical fact (including statements containing the
words "believes," "should," "plans," "anticipates," "expects,"
"estimates" and similar expressions) should also be considered to
be forward-looking statements. These statements are not guarantees
of future performance, involve certain risks, uncertainties and
assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate.
Therefore, actual outcomes and results may differ materially from
what is expressed herein. The following factors, among others,
could cause actual results to differ materially from those
described in any forward-looking statements: the inability of MIPS
and CEVA to agree on the parameters of their discussions; the
decision of the MIPS Technologies Board of Directors following its
evaluation of the CEVA proposal; actions of Imagination
Technologies in response to any discussions with CEVA; the results
of discussions with CEVA; the impact of actions of other parties
with respect to any discussions and the potential consummation of
the proposed transaction with Imagination Technologies; the
commencement of litigation relating to the discussions or to the
proposed transaction with Imagination Technologies; changes in the
proposal from CEVA; failure of the MIPS Technologies stockholders
to approve the proposed transaction with Imagination Technologies;
the challenges and costs of closing, integrating and achieving
anticipated synergies from the MIPS Technologies and Imagination
Technologies transaction; the ability to retain key employees; and
other economic, business, competitive, and/or regulatory factors
affecting the businesses of MIPS Technologies and Imagination
Technologies generally, including those set forth in the filings of
MIPS Technologies with the Securities and Exchange Commission,
especially in the "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" sections
of MIPS Technologies annual reports on Form 10-K, including any
amendments thereto, and quarterly reports on Form 10-Q, their
current reports on Form 8-K and other SEC filings. MIPS
Technologies is under no obligation to (and expressly disclaim any
such obligation to) update or alter any forward-looking statements
as a result of developments occurring after the date of this press
release.
MIPS and MIPS-Based are trademarks or registered trademark of
MIPS Technologies, Inc. in the United States and other countries.
All other trademarks referred to herein are the property of their
respective owners.
CONTACT: Media Contact:
Jen Bernier-Santarini
MIPS Technologies, Inc.
+1 408-530-5178
jenb@mips.com
Investor Contact:
Bill Slater
MIPS Technologies, Inc.
+1 408-530-5200
ir@mips.com
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