MIPS Stockholders to Receive $8.01 in Aggregate Net Proceeds From Recapitalization and Merger
06 2월 2013 - 6:30AM
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 each holder of MIPS common stock will receive $6.21
in cash and 0.226276 shares of MIPS' common stock in the previously
announced proposed recapitalization.
As a result, the aggregate net proceeds to each holder of MIPS
common stock, following the consummation of the previously
announced proposed patent sale transaction with Bridge Crossing,
LLC, the proposed recapitalization and the proposed acquisition by
Imagination Technologies Group plc (LSE:IMG) (in which each share
of MIPS' common stock, after giving effect to the patent sale and
recapitalization, will receive merger consideration equal to $1.80
per share) has increased to $8.01 (U.S.) per share in cash.
The transactions remain subject to MIPS stockholder approval and
other customary closing conditions. The MIPS annual meeting of
stockholders to approve the transactions has been scheduled for
February 6, 2013.
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 patent sale transaction between MIPS and
Bridge Crossing, and the proposed merger transaction between MIPS
and Imagination Technologies. In connection with the proposed
transactions, MIPS has filed 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 before making any voting or investment
decision with respect to the proposed transactions because they
will contain important information about the transactions and the
parties to the transactions.
MIPS and its executive officers, directors, other members of its
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 transactions. 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 definitive proxy
statement for MIPS' 2012 Annual Meeting of Stockholders, MIPS' 2012
Annual Report on Form 10-K and Amendment No. 1 and Amendment No. 2
thereto, in any documents subsequently filed by its directors and
executive officers under the Securities Exchange Act of 1934, as
amended, 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 transactions are described in the definitive proxy
statement relating to the transactions.
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: failure of the
MIPS stockholders to approve the proposed transactions with Bridge
Crossing and Imagination Technologies; failure of the MIPS
stockholders to approve the recapitalization; the challenges and
costs of closing the transactions with Bridge Crossing and
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
Mips Technologies, Inc. (MM) (NASDAQ:MIPS)
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