Tessera Technologies, Inc. (NASDAQ: TSRA) (the "Company" or "we") issued the following response to a letter, dated Feb. 19, 2013, that Starboard Value LP (“Starboard”) addressed to the Company’s Board of Directors (the “Board”).
- The Board seeks to avoid the expense and distraction of a lengthy proxy fight. Further, it sees value in adding independent directors who can advocate for stockholders and bring fresh perspectives to the Board’s deliberations. It was for these reasons that the Board added two new independent directors in August 2012.
- The Board has expressed to Starboard its willingness to consider Starboard’s nominees. Indeed, the Board’s Nominating Committee sought to interview four of Starboard’s nominees, but was rebuffed by Starboard. What’s more, the Board is perplexed that Starboard chose to release its letter as Board members are preparing for a meeting with Starboard previously scheduled to occur later this month.
- The Board believes the IP segment's expenses are consistent with a business model that sustains and grows long term running royalty revenues, as exemplified by the recent signing of two eight-year licenses by SK hynix Inc.
- The Board also continues to believe that our DigitalOptics Corporation ("DOC") subsidiary has a unique opportunity to enter a market measured in billions of units with superior, industry-changing technology, and that investment in DOC will enhance long term stockholder value.
About Tessera Technologies, Inc.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, the mems|cam logo, Invensas, and the Invensas logo 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. Additional Information and Where to Find It Tessera Technologies, Inc. (the "Company"), its directors and certain executive officers and employees may become participants in the solicitation of proxies from stockholders in connection with the Company's 2013 Annual Meeting of Stockholders (the "Annual Meeting"). The Company plans to file a proxy statement with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the Annual Meeting (the "2013 Proxy Statement"). Robert J. Boehlke, John B. Goodrich, Richard S. Hill, David C. Nagel, Kevin G. Rivette, Timothy J. Stultz, Anthony J. Tether, and Robert A. Young, all of whom are members of the Company's Board of Directors, and C. Richard Neely, Jr., Executive Vice President and Chief Financial Officer, Bernard J. Cassidy, Executive Vice President, General Counsel and Secretary and Moriah Shilton, Senior Director, Investor Relations, may become participants in the Company's solicitation. Information regarding the Company's directors' and executive officers' respective interests in the Company by security holdings or otherwise is set forth in the Company's proxy statement relating to the 2012 annual meeting of stockholders. No other participants own in excess of 1% of the Company's common stock. Additional information regarding the interests of such participants will be included in the 2013 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting.
Promptly after filing its definitive 2013 Proxy Statement with the SEC, the Company will mail the definitive 2013 Proxy Statement and a proxy card to each stockholder entitled to vote at the Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE 2013 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, copies of the definitive 2013 Proxy Statement and any other documents filed by the Company with the SEC in connection with the Annual Meeting at the SEC's website ( http://www.sec.gov), at the Company's website ( http://ir.tessera.com/sec.cfm) or by writing to the Secretary, Tessera Technologies, Inc., 3025 Orchard Parkway, San Jose, California 95134.TSRA-G