MIPS and Imagination Agree to Revised Merger Terms Providing for $100 Million Purchase Price
17 Dezember 2012 - 8:00AM
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 entered into a new amendment to its merger
agreement with Imagination Technologies Group plc (LSE:IMG)
originally announced on November 5, 2012, and all amendments
thereto (the "Merger Agreement"). The latest amendment provides for
a purchase price of $100 million (U.S.).
As a result of the amendment, the net proceeds to each holder of
MIPS common stock, following the consummation of the previously
announced proposed patent sale transaction with Bridge Crossing,
LLC and proposed recapitalization, has increased to approximately
$7.94 (U.S.) per share in cash. The Merger Agreement is otherwise
in full force and effect.
The amendment follows the submission of a definitive proposal
from CEVA, Inc. (Nasdaq:CEVA) to acquire MIPS for $90 million
(U.S.) (the "CEVA Proposal"), which was announced on December 12,
2012 to have been determined by the MIPS Board of Directors to be a
"Superior Proposal" to the Merger Agreement with Imagination.
J.P. Morgan is acting as exclusive financial advisor to MIPS 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 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 between MIPS and Imagination Technologies 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 transaction 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 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 the statements regarding the ability to complete
the transactions considering the various closing conditions and the
other statements regarding the proposed transaction. 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: actions of CEVA
in response to MIPS' entry into the Amendment; actions and
decisions of the respective boards of directors of MIPS, CEVA and
Imagination Technologies following their respective evaluations of
each other's further actions; 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 or results of litigation relating to
the discussions or to the proposed transaction with Imagination
Technologies; failure of the MIPS stockholders to approve the
proposed transaction with Imagination Technologies; the challenges
and costs of closing the transaction with Imagination Technologies;
the ability to retain key employees; and other economic, business,
competitive, and/or regulatory factors affecting the businesses of
MIPS or Imagination Technologies generally, including those set
forth in the filings of MIPS 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 annual reports on Form 10-K, including
any amendments thereto, and quarterly reports on Form 10-Q, MIPS
current reports on Form 8-K and other SEC filings. MIPS is under no
obligation to (and expressly disclaims 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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