Proxy Advisory Firms Universally Recommend: No Majority Control for Starboard at Tessera Technologies

  Proxy Advisory Firms Universally Recommend: No Majority Control for
  Starboard at Tessera Technologies

Business Wire

SAN JOSE, Calif. -- May 17, 2013

Tessera Technologies, Inc. (NASDAQ:TSRA) ("Tessera" or the "Company") today
announced that with addition of the report from Egan-Jones Proxy Services
(“Egan-Jones”), all of the leading proxy advisory firms including
Institutional Shareholder Services Inc. (“ISS”), and Glass Lewis & Co., have
recommended that dissident stockholder Starboard Value LP (“Starboard”) does
not merit control of the Company’s Board of Directors (the “Board”).

More importantly, ISS and Egan-Jones recommended for the Company’s slate of
nominees. In its report dated May 15, 2013, Egan-Jones wrote, “We believe that
support for voting the management ballot is merited and that voting the
management ballot (GOLD PROXY CARD) is in the best interest of the Company and
its shareholders.”

“Our goal has always been to provide the best Board for Tessera. We are
pleased that the leading proxy advisory firms have recognized our efforts, and
all have recommended that Starboard does not warrant control of the Board, and
that both ISS and Egan-Jones have recommended that stockholders vote for all
six of our highly qualified nominees. Based upon numerous discussions the
Board and management have had with our stockholders, we have heard their
feedback and are giving our stockholders what they want – we have provided the
best slate of nominees to lead the Company going forward,” said Richard S.
Hill, interim CEO and executive chairman of Tessera Technologies, Inc.

“Recognizing that a lengthy proxy fight would only disrupt the progress we
have been making, Tessera has actively sought a settlement with Starboard. For
example, the Board has made numerous requests to interview and to include
certain Starboard nominees on the Company’s slate, and each time, Starboard
denied the Board’s request. Our latest proposal of a universal proxy card in
which stockholders could specifically select the nominees of their choice from
both the Company’s and Starboard’s slates was also refused by Starboard. It
appears Starboard is only interested in following its own agenda – an agenda
that would include converting Tessera into a ‘patent troll’,” Hill added.

Tessera’s Board nominees are proven business leaders with a diverse range of
complementary experience in Intellectual Property (IP) monetization,
operations, engineering, finance, high tech and semiconductors, as well as
other areas essential to ensure the continued successful execution of
Tessera's strategy and to deliver greater value for stockholders:

John Chenault, former CFO of Novellus Systems, brings extensive financial,
management and operations experience in the semiconductor industry to his role
as a member of our Board.

Richard S. Hill, former CEO of Novellus Systems, utilizes his robust expertise
in executive leadership, engineering and IP monetization in leading the
Company during this important phase in its strategic plan.

John H.F. Miner, former president of Intel Capital, provides his extensive
experience in the technology industry and growing new businesses, both
organically and via external initiatives, to guide the Company as it continues
its focus on developing and selling advanced technology.

David C. Nagel, Ph.D., former CEO of PalmSource, is our longest standing
member of the board. His industry knowledge, technical expertise, and long
experience in monetizing high-tech IP assets have been a cornerstone of the
success of the Company's IP business.

Christopher A. Seams, current EVP of sales & marketing at Cypress
Semiconductor, provides his extensive management, sales and marketing, and
engineering experience in the semiconductor industry to his role as a member
of our Board.

Timothy J. Stultz, Ph.D., current CEO of Nanometrics, provides 20 years of
executive management, and operational and strategic development experience in
IP monetization and, technology and capital equipment manufacturing.

Tessera urges stockholders to vote the GOLD proxy card FOR Chenault, Hill,
Miner, Nagel, Seams and Stultz and simply discard any WHITE proxy card they
may receive from Starboard. Stockholders should be advised that they CANNOT
use Starboard's WHITE proxy card to vote for any of the Company nominees
Chenault, Hill, Miner, Nagel, Seams and Stultz. Please use the GOLD proxy card
to support our nominees.

If you have questions about how to vote your shares, or need additional
assistance, please contact MacKenzie Partners, Inc., who is assisting the
Company in the solicitation of proxies:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016

Stockholders may call toll-free at (800) 322-2885 or call collect at (212)
929-5500 with any questions.

Safe Harbor Statement

This press release contains forward-looking statements, which are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements involve risks and uncertainties
that could cause actual results to differ significantly from those projected,
particularly with respect to the Company’s strategic plans, value creation and
stockholder returns. Material factors that may cause results to differ from
the statements made include the plans or operations relating to the Company’s
businesses; market or industry conditions; changes in patent laws, regulation
or enforcement, or other factors that might affect the Company’s ability to
protect or realize the value of its intellectual property; the expiration of
license agreements and the cessation of related royalty income; the failure,
inability or refusal of licensees to pay royalties; initiation, delays,
setbacks or losses relating to the Company’s intellectual property or
intellectual property litigations, or invalidation or limitation of key
patents; the timing and results, which are not predictable and may vary in any
individual proceeding, of any ICC ruling or award, including in the Amkor
arbitration; fluctuations in operating results due to the timing of new
license agreements and royalties, or due to legal costs; the risk of a decline
in demand for semiconductor and camera module products; failure by the
industry to use technologies covered by the Company’s patents; the expiration
of the Company’s patents; the Company’s ability to successfully complete and
integrate acquisitions of businesses; the risk of loss of, or decreases in
production orders from, customers of acquired businesses; financial and
regulatory risks associated with the international nature of the Company’s
businesses; failure of the Company’s products to achieve technological
feasibility or profitability; failure to successfully commercialize the
Company’s products; changes in demand for the products of the Company’s
customers; limited opportunities to license technologies and sell products due
to high concentration in the markets for semiconductors and related products
and camera modules; the impact of competing technologies on the demand for the
Company’s technologies and products; and the reliance on a limited number of
suppliers for the components used in the manufacture of DOC products. You are
cautioned not to place undue reliance on the forward-looking statements, which
speak only as of the date of this release. The Company’s filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K
for the year ended Dec. 31, 2012, and its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2013, include more information about factors that
could affect the Company’s financial results. The Company assumes no
obligation to update information contained in this press release. Although
this release may remain available on the Company’s website or elsewhere, its
continued availability does not indicate that the Company is reaffirming or
confirming any of the information contained herein.

About Tessera Technologies

Tessera Technologies, Inc. is a holding company with operating subsidiaries in
two segments: Intellectual Property and DigitalOptics. Our Intellectual
Property segment, managed by Tessera Intellectual Property Corp., generates
revenue from manufacturers and other implementers that use our technology. Our
DigitalOptics business delivers innovation in imaging systems for smartphones.
For more information call 1.408.321.6000 or visit www.tessera.com.

Tessera, the Tessera logo, DOC, the DOC logo, and Invensas Corporation are
trademarks or registered trademarks of affiliated companies of Tessera
Technologies, Inc. in the United States and other countries. All other
company, brand and product names may be trademarks or registered trademarks of
their respective companies.

TSRA-G

Contact:

Tessera Technologies, Inc.
Rick Neely, 408-321-6756
Chief Financial Officer
or
The Abernathy MacGregor Group
Chuck Burgess, 212-371-5999
 
Press spacebar to pause and continue. Press esc to stop.