SAN FRANCISCO and PALO ALTO, Calif., May
21, 2018 /PRNewswire/ -- RPX Corporation (NASDAQ: RPXC)
("RPX") and HGGC, LLC ("HGGC") today announced that HGGC's
affiliate, Riptide Purchaser, Inc., has commenced the previously
announced tender offer for all outstanding shares of RPX's common
stock at a purchase price of $10.50
per share, net to the seller in cash, subject to reduction for any
applicable withholding taxes in respect thereof, without
interest.
On April 30, 2018, RPX entered
into a definitive merger agreement with HGGC affiliates Riptide
Purchaser, Inc. and its parent company, Riptide Parent, LLC, which
was announced by RPX and HGGC on May 1,
2018, pursuant to which the tender offer would be made.
Riptide Parent, LLC and Riptide Purchaser, Inc. are filing with
the Securities and Exchange Commission (the "SEC") today a
tender offer statement on Schedule TO, including an offer to
purchase and related letter of transmittal, setting forth in detail
the terms and conditions of the tender offer. Additionally, RPX is
filing with the SEC a solicitation/recommendation statement on
Schedule 14D-9 setting forth in detail, among other things,
the recommendation of RPX's Board of Directors that RPX's
stockholders accept the tender offer and tender their shares in the
tender offer.
RPX's Board of Directors unanimously recommends that RPX
stockholders tender their shares in the tender offer.
The completion of the tender offer is conditioned upon, among
other things, satisfaction of a minimum tender condition,
expiration or termination of any waiting period under the
Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and the
applicable antitrust laws of Germany and other customary closing
conditions. The tender offer and withdrawal rights are scheduled to
expire at one minute after 11:59
p.m., New York City time,
on June 18, 2018, unless extended or
earlier terminated in accordance with the terms of the merger
agreement.
Pursuant to the merger agreement, after completion of the tender
offer and the satisfaction or waiver of certain conditions, Riptide
Purchaser, Inc. will merge with and into RPX with RPX continuing as
the surviving entity (the "Surviving Corporation"), under
Section 251(h) of the Delaware General Corporation Law,
without any further action by any other stockholder of RPX. All
remaining outstanding shares of RPX's common stock will generally
be automatically cancelled and converted in the merger into the
right to receive an amount in cash equal to the $10.50 offer price per share net to the seller,
subject to reduction for any applicable withholding taxes in
respect thereof, without interest.
Upon the completion of the transaction, RPX will become a
privately held company.
About RPX
RPX (NASDAQ: RPXC) is the leading provider of patent risk and
discovery management solutions. Since its founding in 2008, RPX has
introduced efficiency to the patent market by providing a rational
alternative to litigation. The San
Francisco-based company's pioneering approach combines
principal capital, deep patent expertise, and client contributions
to generate enhanced patent buying power. By acquiring patents and
patent rights, RPX helps to mitigate and manage patent risk for its
growing client network.
As of March 31, 2018, RPX had
invested over $2.4 billion to acquire
more than 26,000 US and international patent assets and rights on
behalf approximately 320 clients in eight key sectors: automotive,
consumer electronics and PCs, E-commerce and software, financial
services, media content and distribution, mobile communications and
devices, networking, and semiconductors.
RPX subsidiary Inventus is a leading international discovery
management provider focused on reducing the costs and risks
associated with the discovery process through the effective use of
technology solutions. Inventus has been providing litigation
support services to corporate legal departments, law firms and
government agencies since 1991.
About HGGC
HGGC is a leading middle-market private equity firm with
$4.3 billion in cumulative capital
commitments. Based in Palo Alto,
Calif., HGGC is distinguished by its "Advantaged Investing"
approach that enables the firm to source and acquire scalable
businesses at attractive multiples through partnerships with
management teams, founders and sponsors who reinvest alongside
HGGC, creating a strong alignment of interests. Over its history,
HGGC has completed over 90 platform investments, add-on
acquisitions, recapitalizations and liquidity events with an
aggregate transaction value of more than $17
billion. More information is available at www.hggc.com.
Notice to Investors
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell shares
of RPX's common stock or any other securities.
The solicitation and the offer to purchase shares of RPX's
common stock described in this press release will be made only
pursuant to the offer to purchase, letter of transmittal and
related materials that HGGC has filed on Schedule TO with the SEC,
in each case, as amended from time to time. In addition, RPX has
filed or will file its recommendation of the tender offer on
Schedule 14D-9 with the SEC. Additionally, RPX and HGGC will file
other relevant materials in connection with the proposed
acquisition of RPX by HGGC pursuant to the terms of the merger
agreement. INVESTORS AND STOCKHOLDERS OF RPX ARE ADVISED TO READ
THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS EACH
MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISION WITH
RESPECT TO TENDERING THEIR SHARES IN THE TENDER OFFER, BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of the
Schedule TO and Schedule 14D‑9, as each may be amended or
supplemented from time to time, and other documents filed by the
parties (when available), at the SEC's web site at
https://www.sec.gov, and from the information agent named in the
tender offer materials. Investors may also obtain, at no charge,
any such documents filed with or furnished to the SEC by RPX under
the investor relations section of RPX's website at
https://www.rpxcorp.com/.
Forward-Looking Statements
Certain statements in this press release are forward-looking
statements, including, without limitation, the statements made with
respect to the tender offer and related transactions, including the
benefits expected from the acquisition and the expected timing of
the completion of the transaction. In some cases, you can identify
forward-looking statements by the following words: "may," "will,"
"could," "would," "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "project," "aim,"
"potential," "continue," "ongoing," "goal," "can," "seek," "target"
or the negative of these terms or other similar expressions,
although not all forward-looking statements contain these words.
These statements reflect current views concerning future events,
including the planned completion of the tender offer and the
merger, and are based on a number of assumptions that could
ultimately prove inaccurate. As a general matter, forward-looking
statements are those focused upon anticipated events or trends,
expectations, and beliefs relating to matters that are not
historical in nature. Such forward-looking statements are subject
to uncertainties and factors relating to RPX's operations and
business environment, all of which are difficult to predict and
many of which are beyond the control of RPX. Among others, the
following factors could cause actual results to differ materially
from those set forth in the forward-looking statements:
(i) uncertainties as to the timing of the tender offer and the
merger; (ii) uncertainties as to how many RPX stockholders
will tender their shares of RPX common stock in the tender offer;
(iii) the possibility that competing offers will be made,
(iv) the possibility that various closing conditions for the
transaction may not be satisfied or waived; (v) the risk that
the merger agreement may be terminated in circumstances requiring
RPX to pay a termination fee; (vi) risks related to obtaining
the requisite consents to the tender offer and the merger,
including, without limitation, the risk that a regulatory approval
that may be required for the proposed transaction, including under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act)
and the German Act of Restraints of Competition 1957, as amended
(GWB), is delayed, is not obtained or is obtained subject to
conditions that are not anticipated; (vii) the possibility
that the transaction may not be timely completed, if at all;
(viii) the risk that, prior to the completion of the
transaction, if at all, RPX's business and its relationships with
employees, collaborators, vendors and other business partners could
experience significant disruption due to transaction-related
uncertainty; (ix) the risk that stockholder litigation in
connection with the tender offer or the merger may result in
significant costs of defense, indemnification and liability; and
(x) the risks and uncertainties pertaining to RPX's business,
including those detailed under "Risk Factors" and elsewhere in
RPX's public periodic filings with the SEC, as well as the tender
offer materials filed by Purchaser and
the Solicitation/Recommendation Statement filed by RPX in
connection with the tender offer. Other factors that could cause
actual results to differ materially include those set forth in
RPX's SEC reports, including, without limitation, the risks
described in RPX's Annual Report on Form 10-K for
its fiscal year ended December 31, 2017, as amended, and in
RPX's Quarterly Report on Form 10‑Q for its fiscal quarter
ended March 31, 2018, each of which is on file with the SEC,
and in any subsequent periodic reports of RPX. The reader is
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. All
forward-looking statements are qualified in their entirety by this
cautionary statement and RPX undertakes no obligation to revise or
update this report to reflect events or circumstances after the
date hereof, except as required by law.
Contacts
For RPX:
Investor Contact:
JoAnn Horne
Market Street Partners
415-445-3233
ir@rpxcorp.com
Media Contact:
Jen Costa
RPX Corporation
415-852-3180
media@rpxcorp.com
For HGGC:
Gabriel Ross
Stanton
646-502-3576
Gross@StantonPRM.com
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SOURCE RPX Corporation