MIPS and Imagination Agree to Revised Merger Terms Providing for $80 Million
SUNNYVALE, Calif., Dec. 10, 2012 (GLOBE NEWSWIRE) -- 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 an amendment to the
agreement with Imagination Technologies Group plc (LSE:IMG) previously
announced on November 5, 2012 (the "Merger Agreement"). The amendment provides
for an increased purchase price of $80 million and the removal of the
conditions to closing requiring the approval of the Committee on Foreign
Investment in the United States and that MIPS is not a real property holding
corporation. As a result of the amendment, the net proceeds to each holder of
MIPS common stock following the consummation of the patent sale and
recapitalization as previously announced, has increased to approximately $7.64
per share in cash. The Merger Agreement is otherwise in full force and effect.
The amendment followed the submission of a definitive proposal from CEVA, Inc.
(Nasdaq:CEVA) to acquire MIPS for $75 million, as previously announced,
stating that it had completed its confirmatory due diligence and had received
unanimous board approval, and the delivery of a notice by MIPS to Imagination
Technologies that the MIPS board of directors had determined the proposal from
CEVA to be a "Superior Proposal."
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
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: firstname.lastname@example.org. 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
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 the MIPS entry into
the Amendment; actions of 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 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:
MIPS Technologies, Inc.
MIPS Technologies, Inc.
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