MIPS Technologies' Board Of Directors Determines CEVA's Acquisition Proposal Is Superior To Acquisition Agreement With Imagination
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 MIPS board of directors' intent to effect an Adverse Recommendation Change (as defined in the Merger Agreement) or to terminate the Merger Agreement and the other statements regarding the proposed transactions with Imagination Technologies and CEVA. 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 Imagination Technologies in response to the MIPS board of directors' determination that the CEVA Proposal constitutes a "Superior Proposal" as defined in the Merger Agreement; actions and decisions of the respective boards of directors of MIPS, CEVA and Imagination Technologies following their respective evaluations of each other's further actions; the results of further discussions with Imagination Technologies and CEVA; the impact of actions of other parties with respect to any discussions and the potential consummation of the proposed transaction with either Imagination Technologies or CEVA; the commencement or results of litigation relating to the discussions or to the proposed transaction with Imagination Technologies or CEVA; changes in the proposals from Imagination Technologies or CEVA; failure of the MIPS stockholders to approve a proposed transaction with Imagination Technologies or CEVA; the challenges and costs of closing either the transaction with Imagination Technologies or the transaction with CEVA; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of MIPS, CEVA or Imagination Technologies generally, including those set forth in the filings of MIPS and CEVA 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 their respective annual reports on Form 10-K, including any amendments thereto, and quarterly reports on Form 10-Q, their respective current reports on Form 8-K and other SEC filings. MIPS, Imagination Technologies and CEVA are 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.
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