MIPS Stockholders to Receive $8.01 in Aggregate Net Proceeds From
Recapitalization and Merger
SUNNYVALE, Calif., Feb. 5, 2013 (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 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
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: email@example.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
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:
MIPS Technologies, Inc.
MIPS Technologies, Inc.
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