- the Company immediately appoint at least five of your nominees to the Board;
- that a “direct representative” of Starboard be among the new Board members (at the February 27, 2013, meeting with two of our independent Directors you stated that you would be that representative);
- two incumbent directors resign immediately, including the Chairman of the Board, Robert Boehlke;
- a new independent Chairman of the Board be elected by the new Board to succeed Mr. Boehlke; and
- Dr. Young resign as the Company’s chief executive officer and as a member of the Board following the completion of a search for his successor.
- We have announced significant cost reduction initiatives in November 2012 and February 2013.
- Our DigitalOptics business continues to have a unique opportunity to enter a market already measured in billions of units with superior industry-changing technology. Continued, measured investment in pursuit of this opportunity is highly appropriate.
- Our Intellectual Property business continues to perform well, as reflected in the recent signing of two eight-year licenses by SK hynix Inc. and the Amkor arbitration award announced in February 2013, which we estimate will result in revenue in excess of $130 million in due course.
- Our investments in R&D compare very favorably to similarly successful technology-based patent monetization companies, and are necessary to maintain long term running royalty revenues.
- In addition, aggressive litigation spending is a critical component of the Company’s “strong patent position.”
- We implemented a quarterly dividend for the first time in the company’s history in March 2012, and continually evaluate other ways to return stockholder capital.
- complains that changes in Tessera management and board membership have led to chaos, but demands rapid and thoroughgoing changes in both, without identifying a business plan or leader,
- seeks majority control while holding a 7% ownership stake, and
- threatens reputations while refusing to back up its allegations of personal misconduct.
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, 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. 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, Richard S. Hill, David C. Nagel, 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 C. 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