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Share Name | Share Symbol | Market | Type |
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Mips Technologies, Inc. (MM) | NASDAQ:MIPS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 7.98 | 0 | 01:00:00 |
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission
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Definitive Proxy Statement
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Only (as permitted by Rule 14a-6(e)(2))
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Definitive Additional Materials
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Soliciting Material Pursuant to §240 14a-12
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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Common Stock, par value $0.001 per share (the "Common Stock") of MIPS Technologies, Inc. | |
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2)
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Aggregate number of securities to which transaction applies:
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8,011,452 shares of Common Stock and restricted stock units with respect to 211,010 shares of Common Stock. | |
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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The maximum aggregate value was determined solely for purposes of calculating the filing fee (which, consistent with fee calculation rules, excludes MIPS Technologies, Inc. cash on hand to be distributed to shareholders in connection with the recapitalization) based upon the sum of (A) 54,168,031 shares of Common Stock multiplied by $7.15 per share, (B) 4,720,742 shares of Common Stock underlying options to purchase Common Stock with an exercise price of less than $7.31, as of November 12, 2012, multiplied by $2.67 (which is the excess of $7.15 over the weighted average exercise price per share of $4.48) and (C) restricted stock units with respect to 1,426,707 shares of Common Stock multiplied by $7.15. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying 0.00013640 by the sum calculated in the preceding sentence. | |
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4)
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Proposed maximum aggregate value of transaction:
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$410,000,000 | |
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5)
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Total fee paid:
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$55,924.00 | |
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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4)
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Date Filed:
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Sincerely,
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Sincerely,
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Kenneth L. Coleman
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Sandeep Vij
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Chairman
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Chief Executive Officer and President
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By Order of the Board of Directors of
MIPS TECHNOLOGIES, INC.
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Gail H. Shulman
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Vice President, General Counsel and Corporate Secretary
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Sunnyvale, California
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, 2012
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 153 |
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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS | 155 |
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WHERE YOU CAN FIND MORE INFORMATION | 165 |
SHAREHOLDER LIST | 166 |
A-1
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B-1
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C-1
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ANNEX D – OPINION OPINION OF J.P. MORGAN | D-1 |
ANNEX E – SECTION 262 OF THE DELAWARE GENERAL CORPORATE LAW | E-1 |
ANNEX F – CERTIFICATE OF AMENDMENT TO MIPS' AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | F-1 |
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The comparability of the patent sale to MIPS Technologies’ other alternatives.
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The opinion of Ocean Tomo LLC, which we refer to as Ocean Tomo.
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The terms of the patent sale agreement.
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The terms of the license agreements.
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The opportunities and challenges facing MIPS Technologies.
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The fact that the consummation of the proposed patent sale would require the affirmative vote of the holders of a majority of the outstanding shares of MIPS Technologies’ common stock entitled to vote.
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The fact that the completion of the patent sale will preclude MIPS Technologies’ stockholders from having the opportunity to participate in the future appreciation of the value of its capital stock derived from ownership of certain of MIPS Technologies’ patents.
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The fact that, although the patent sale agreement contains a “fiduciary out,” it does not contain a “go shop” provision.
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the patent sale agreement must have been adopted by the affirmative vote of the holders of a majority of the outstanding shares of our common stock;
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no
governmental authority shall have enacted, issued, promulgated, enforced or entered any law or order which enjoins, limits, restricts, restrains, or otherwise prohibits the consummation of the patent sale; and
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there shall not be any litigation by any governmental authority threatened in writing or pending seeking to restrain or prohibit the consummation of the patent sale.
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MIPS Technologies must have performed in all material respects all of its material obligations under the patent sale agreement required to be performed by it prior to the effective time of the patent sale;
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each of the representations and warranties made by MIPS Technologies set forth in the patent sale agreement, other than the representation and warranty regarding the assignability of the assigned patents and the licensability of the retained patents, must be true as if made at and as of the effective time of the patent sale (except to the extent made as of a specific date), with such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect (as defined in “The Patent Sale Agreement—Representations and Warranties” below);
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all assigned patents must be assignable to and all retained patents must be licensable to Bridge Crossing, except where such non-assignability or non-licensability does not pose a material threat of patent infringement to any of Bridge Crossing’s initial participants that would likely result in Bridge Crossing (representing the interests of its initial participants) being deprived of a significant portion of the value of the patent sale;
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MIPS Technologies must deliver to Bridge Crossing at closing a certificate with respect to satisfaction of the foregoing conditions;
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there shall not be any current suit, action or proceeding in which a third party asserts that the assigned patents are not solely owned by MIPS Technologies or its affiliates or that the assigned patents may not be assigned to Bridge Crossing or that the retained patents may not be licensed to Bridge Crossing, except for any suits initiated after MIPS Technologies and Bridge Crossing had entered into the patent sale agreement; and
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MIPS Technologies must have executed and delivered (or caused to have been delivered, as applicable) certain instruments necessary for the assignment of the assigned patents to Bridge Crossing.
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Bridge Crossing must have performed in all material respects all of its material obligations under the patent sale agreement required to be performed by it prior to the effective time of the patent sale;
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each of the representations and warranties made by Bridge Crossing set forth in the patent sale agreement must be true as if made at and as of the effective time of the patent sale (except to the extent made as of a specific date), with such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Patent Purchaser Material Adverse Effect (as defined in “The Patent Sale Agreement—Representations and Warranties” below);
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Bridge Crossing must deliver to MIPS Technologies at closing a certificate with respect to the satisfaction of the foregoing conditions; and
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Bridge Crossing must have delivered (or caused to have been delivered, as applicable) the purchase price, escrow amount and certain ancillary agreements to MIPS Technologies.
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by mutual written consent of MIPS Technologies and Bridge Crossing;
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by either MIPS Technologies or Bridge Crossing if the patent sale is not consummated on or before April 5, 2013, provided that this right to terminate is not available to any party if the failure of such party to perform any of its obligations under the patent sale agreement has been a principal cause of or resulted in the failure of the patent sale to be consummated on or before the termination date;
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by MIPS Technologies if MIPS Technologies’ board of directors has determined to enter into a definitive agreement providing for the implementation of a superior proposal and MIPS Technologies enters into such definitive agreement and pays Bridge Crossing a termination fee of $10,000,000; or
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by Bridge Crossing, if:
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MIPS Technologies has breached its obligations set forth in the section “The Patent Sale Agreement—No Solicitation of Other Offers” in any material respect;
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MIPS Technologies’ board of directors effects an adverse recommendation change; or
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MIPS Technologies enters into a definitive agreement pursuant to a competing proposal.
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its board of directors has determined to enter into a definitive agreement providing for the implementation of a superior proposal and MIPS Technologies enters into such definitive agreement;
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it has breached its obligations set forth in the section “The Patent Sale Agreement—No Solicitation of Other Offers” in any material respect; or
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its board of directors effects an adverse recommendation change.
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the current offering period under the ESPP will end on January 15, 2013; and
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the ESPP will terminate effective as of the day immediately preceding the closing date of the merger.
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The historical market prices of MIPS Technologies common stock compared to the proposed merger consideration of $7.31 per share of MIPS Technologies common stock, after giving effect to the recapitalization.
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The comparability of the merger to MIPS Technologies’ other alternatives.
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The opinion of J.P. Morgan Securities LLC, which we refer to as J.P. Morgan.
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The terms of the merger agreement.
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The fact that dissenters’ appraisal rights would be available to MIPS Technologies’ stockholders under Delaware law.
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The fact that the completion of the merger will preclude MIPS Technologies’ stockholders from having the opportunity to participate in MIPS Technologies’ future earnings growth and the future appreciation of the value of its capital stock that could be anticipated if its strategic plan were successfully implemented on a stand-alone basis.
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The fact that, although the merger agreement contains a “fiduciary out,” it does not contain a “go shop” provision.
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the merger agreement and the recapitalization must have been adopted by the affirmative vote of the holders of a majority of the outstanding shares of our common stock;
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no
governmental authority shall have enacted, issued, promulgated, enforced or entered any law or order which enjoins, limits, restricts, restrains, or otherwise prohibits the consummation of the merger;
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the parties must have received the written approval of the Committee on Foreign Investment in the United States (CFIUS), approving the merger and other transactions contemplated by the merger agreement;
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the recapitalization must have been consummated; and
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the patent sale must have been consummated.
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each of the representations and warranties made by MIPS Technologies set forth in the merger agreement, disregarding all qualifications contained therein relating to materiality or “Company Material Adverse Effect” (as defined in the merger agreement, as described in “The Merger Agreement — Representations and Warranties” beginning on page 98 of this proxy statement), must be true as if made at and as of the signing of the merger agreement and the effective time of the merger (except to the extent made as of a specific date), with such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect as of the effective time of the merger as though made as of the effective time of the merger;
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MIPS Technologies must have performed or complied in all material respects with all agreements and covenants required by the merger agreement to be performed or complied with by it on or prior to the effective time of the merger;
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MIPS Technologies must have available an amount of cash greater than or equal to $99,700,000, or the “holdback amount”;
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MIPS Technologies must deliver to Imagination Technologies at closing a certificate with respect to the satisfaction of the foregoing conditions relating to its representations, warranties and covenants, and the availability of cash greater than or equal to the holdback amount;
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there shall be no pending law, order, suit, action or proceeding by any governmental authority enjoining, limiting, restricting, restraining, or otherwise prohibiting the consummation of the closing of the merger or to the extent directly or indirectly connected with the patent sale, seeking to establish or prohibit the consummation of the closing of the merger;
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no Company Material Adverse Effect must have occurred since the date of the merger agreement and be continuing;
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MIPS Technologies must deliver to Imagination Technologies a certificate that MIPS has not been a United States real property holding corporation;
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appraisal rights must not have been exercised with respect to more than fifteen percent (15%) of all the issued and outstanding shares of our common stock;
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MIPS Technologies must have obtained and fully paid the premium for a non-cancellable extension of its directors’ and officers’ liability coverage under MIPS Technologies’ existing directors’ and officers’ insurance policies and fiduciary liability insurance policies for a claims reporting or discovery period of at least six (6) years from and after the effective time of the merger from an insurance carrier with the same or better credit rating as MIPS Technologies’ current insurance carrier with terms, conditions, retentions and limits of liability no less favorable than those currently provided and disclosed to Imagination Technologies;
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MIPS Technologies must have paid its transaction costs related to the Patent Sale;
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MIPS Technologies must have paid J.P. Morgan for its delivery of a fairness opinion to MIPS Technologies; and
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MIPS Technologies must deliver to Imagination Technologies at closing a certificate that no claims for indemnification under the Patent Sale Agreement have been made by Bridge Crossing, LLC.
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the representations and warranties made by Imagination Technologies and Acquisition Sub set forth in the merger agreement, disregarding all qualifications contained therein relating to materiality or “Parent Material Adverse Effect” (as defined in the merger agreement, as described in “The Merger Agreement — Representations and Warranties” beginning on page 98 of this proxy statement), must be true as if made at and as of the signing of the merger agreement and the effective time of the merger (except to the extent made as of a specific date), with such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect as of the effective time of the merger as though made as of the effective time of the merger;
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Imagination Technologies and Acquisition Sub must have performed in all material respects all of their obligations under the merger agreement required to be performed by them prior to the effective time of the merger; and
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Imagination Technologies must deliver to MIPS Technologies at closing a certificate with respect to the satisfaction of the foregoing conditions relating to its and Acquisition Sub’s representations, warranties and covenants.
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by mutual written consent of MIPS Technologies and Imagination Technologies;
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by either MIPS Technologies or Imagination Technologies if:
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the merger is not consummated on or before April 5, 2013, which we refer to as the termination date, provided that this right to terminate is not available to any party if the failure of such party to perform any of its obligations under the merger agreement, the failure to act in good faith or the failure to use its reasonable best efforts to consummate the merger and the other transactions contemplated by the merger agreement has been a principal cause of or resulted in the failure of the merger to be consummated on or before the termination date;
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there is a law that prohibits the consummation of the merger on the terms contemplated by the merger agreement, or any governmental authority of competent jurisdiction issues any order or takes any other action (which order or action has become final and non-appealable) that permanently restrains, enjoins or otherwise prohibits the transactions contemplated by the merger agreement, but the party seeking termination for this reason must have used its reasonable best efforts to remove such order or action, and provided that this right to terminate is not available to any party if the issuance of such final, non-appealable order was primarily due to the failure of such party (including Acquisition Sub in the case of Imagination Technologies) to perform any of its obligations under the merger agreement; or
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the MIPS Technologies stockholders do not adopt the merger agreement and certificate of amendment at the annual meeting or any adjournment or postponement thereof;
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by MIPS Technologies, if:
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Imagination Technologies or Acquisition Sub have breached or failed to perform in any material respect any of their representations, warranties, covenants or agreements under the merger agreement, which breach or failure to perform (a) would result in a failure of the closing conditions for the benefit of MIPS Technologies relating to Imagination Technologies’ and Acquisition Sub’s representations, warranties and covenants and (b) cannot be cured by the termination date, or if curable, is not cured by Imagination Technologies within thirty (30) days of receipt by Imagination Technologies of written notice from MIPS Technologies of such breach or failure, provided that this right to terminate will not be available to MIPS Technologies if it is in material breach of any of its obligations under the merger agreement;
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prior to receipt of MIPS Technologies’ stockholders’ approval of the merger agreement and the certificate of amendment, MIPS Technologies’ board of directors has determined to enter into a definitive agreement with respect to a superior proposal by process permitted under the merger agreement and MIPS Technologies pays a termination fee of $2,750,000 and Imagination Technologies’ reasonable and documented out-of-pocket fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby (such fees and expenses to not exceed $2,000,000) to Imagination Technologies concurrently with such termination; or
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all conditions to Imagination Technologies’ and Acquisition Sub’s obligation to close have been satisfied, and Imagination Technologies and Acquisition Sub fail to consummate the merger within three (3) business days following the date the closing of the merger should have occurred.
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by Imagination Technologies, if:
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MIPS Technologies has breached or failed to perform in any material respect any of its representations, warranties, covenants or agreements under the merger agreement, which breach or failure to perform (a) would result in a failure of the closing conditions for the benefit of Imagination Technologies relating to MIPS Technologies’ representations, warranties and covenants and (b) cannot be cured by the termination date, or if curable, is not cured by MIPS Technologies within thirty (30) days of receipt by MIPS Technologies of written notice from Imagination Technologies of such breach, provided that this right to terminate will not be available to Imagination Technologies if it is in material breach of any of its obligations under the merger agreement;
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MIPS Technologies materially amends, changes, modifies or waives the terms, conditions and obligations of the patent sale agreement, the assigned patent license agreement or the retained patent license agreement in a way that would reasonably be expected to have a material adverse effect on the surviving corporation and does so without the express prior written consent of Imagination Technologies;
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there is any effect, change, event or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; or
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MIPS Technologies’ board of directors effects an adverse recommendation change, approves or recommends a competing proposal or MIPS Technologies enters into an alternative acquisition agreement or fails to include its recommendation that our stockholders adopt the merger agreement and approve the transactions contemplated thereby in this proxy statement.
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(A) MIPS Technologies or Imagination Technologies terminates the merger agreement because the merger has not been consummated by the termination date or the MIPS Technologies stockholders do not adopt the merger agreement at the annual meeting or any adjournment or postponement thereof, and (B) (i) a competing proposal has been publicly announced and (ii) within 12 months of such termination MIPS Technologies enters into, agrees to or consummates a transaction regarding such competing proposal or any other competing proposal, provided that, for these purposes, references to “20% or more” in the definition of “competing proposal” are deemed references to “50% or more;”
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(A) Imagination Technologies terminates the agreement because MIPS Technologies has breached any of its representations, warranties, covenants or agreements under the merger agreement, which breach (i) would result in a failure of any closing conditions for the benefit of Imagination Technologies and (ii) is incapable of being cured by the termination date, or if curable, is not cured by thirty (30) days following receipt by MIPS Technologies of written notice from Imagination Technologies of such breach, provided that this right to terminate will not be available to Imagination Technologies if it is in material breach of any of its obligations under the merger agreement, and (B) (i) a competing proposal has been publicly announced and (ii) within 12 months of such termination MIPS Technologies enters into, agrees to or consummates a transaction regarding such competing proposal or any other competing proposal, provided that, for these purposes, references to “20% or more” in the definition of “competing proposal” are deemed references to “50% or more;”
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(A) Imagination Technologies terminates the merger agreement because MIPS Technologies’ board of directors effects an adverse recommendation change or fails to include its recommendation that our stockholders adopt the merger agreement and the transactions contemplated thereby in this proxy statement, and (B)(i) a competing proposal has been publicly announced and (ii) within 12 months of such termination MIPS Technologies enters into, agrees to or consummates a transaction regarding such competing proposal or any other competing proposal, provided that, for these purposes, references to “20% or more” in the definition of “competing proposal” are deemed references to “50% or more;”
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(A) Imagination Technologies terminates the agreement because MIPS Technologies materially amends, changes, modifies or waives the terms, conditions and obligations of the patent sale agreement, the assigned patent license agreement or the retained patent license agreement in a way that would reasonably be expected to have a material adverse effect on the surviving corporation and does so without the express prior written consent of Imagination Technologies, and (B)(i) a competing proposal has been publicly announced and (ii) within 12 months of such termination MIPS Technologies enters into, agrees to or consummates a transaction regarding such competing proposal or any other competing proposal, provided that, for these purposes, references to “20% or more” in the definition of “competing proposal” are deemed references to “50% or more;”
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Imagination Technologies terminates the agreement because MIPS Technologies’ board of directors approves or recommends a competing proposal or MIPS Technologies enters into a definitive agreement with respect to such proposal; or
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MIPS Technologies terminates the merger agreement because MIPS Technologies’ board of directors has determined to enter into a definitive agreement with respect to a superior proposal.
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Q:
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What am I being asked to vote on?
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A:
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You are being asked to adopt a patent sale agreement that provides for the sale of all of our right, title and interest in 495 active issued patents and patent applications to Bridge Crossing and the grant of sublicensable rights to 82 of our patents and patent applications, whereby MIPS Technologies will receive licenses back for each patent sold and grant to Bridge Crossing a license in the patents MIPS Technologies will retain. You are also being asked to adopt a merger agreement that provides for the acquisition of MIPS Technologies by Imagination Technologies. Further, you are being asked to vote to approve and adopt a certificate of amendment to MIPS Technologies’ certificate of incorporation. If the patent sale agreement is adopted and the sale of patents consummated, if the merger agreement is adopted and the merger to be consummated and if the certificate of amendment is approved, adopted and filed, you will be entitled to receive a total of approximately $7.31 per share that you owned prior to the recapitalization. MIPS Technologies has not made any decision yet as to any distribution of proceeds in the event that the patent sale agreement is adopted and the sale of patent is consummated but the merger agreement is not adopted and the merger is not consummated and the certificate of amendment is not approved. This estimate is subject to a fluctuation in the recapitalization proceeds (currently estimated to be $6.23), but not the merger proceeds. The following details how this total amount is calculated. MIPS Technologies will distribute the proceeds from the patent sale and all cash on hand, less $99,700,000, and you will be entitled to receive 0.1479 shares of MIPS Technologies’ common stock and what is currently estimated to be approximately $6.23 in cash, without interest and less any applicable withholding taxes, for each share of MIPS Technologies common stock that you own at the time of filing of the certificate of amendment, which we refer to as the recapitalization. This estimate reflects management’s current estimate of cash held by MIPS Technologies following the patent sale and immediately prior to the recapitalization, which will be affected by our operating results, estimated transaction expenses, timing of the recapitalization and other factors. The consummation of the recapitalization is contingent upon the adoption of the patent sale agreement and the merger agreement by our stockholders. Once the merger agreement has been adopted by our stockholders and other closing conditions under the merger agreement have been satisfied or waived, Acquisition Sub, an indirect wholly owned subsidiary of Imagination Technologies, will merge with and into MIPS Technologies. MIPS Technologies will be the surviving corporation in the merger and will become a wholly owned subsidiary of Imagination Technologies. Upon the consummation of the merger, you will be entitled to $7.31 per share of common stock you own after giving effect to the recapitalization (equivalent to approximately $1.08 per share you own prior to the recapitalization), without interest and less any applicable withholding taxes, unless you have perfected your appraisal rights with respect to the merger. The consummation of the merger is contingent upon the adoption of the patent sale agreement and the certificate of amendment by our stockholders. You are also being asked to elect three Class II directors to serve until the 2015 annual meeting of Stockholders and until their successors are elected and qualified. You are also being asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year, which ends on June 30, 2013. You are also being asked to vote on a non-binding proposal regarding merger-related executive compensation. You are also being asked to vote on a non-binding proposal regarding executive compensation. Finally, you are also being asked to vote to adjourn the annual meeting to a later date if necessary or appropriate to solicit additional proxies in favor of the proposal to adopt the patent sale agreement, merger agreement and the certificate of amendment if there are insufficient votes to adopt either agreement at the time of the annual meeting. This proxy statement contains important information about the proposed transactions and the annual meeting of stockholders, and you should read this proxy statement carefully and in its entirety.
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Who will be the directors of MIPS Technologies if the merger is completed?
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If the merger is completed, the MIPS Technologies board of directors following the completion of the merger will be composed of the directors of Acquisition Sub at the effective time of the merger and all directors of MIPS Technologies immediately prior to the completion of the merger will cease to be MIPS Technologies directors as of the time of the completion of the merger.
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What will be the consequences of the Patent Sale, the recapitalization and the merger to the MIPS Technologies directors and officers?
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A number of MIPS Technologies’ directors and executive officers may have interests in the recapitalization and the merger that are different from, or in addition to, the interests of other MIPS Technologies stockholders. Such interests relate to, or arise from, among other things, (1) the right to receive cash in exchange for the cancellation of vested and unvested stock options, upon the recapitalization; (2) the right of holders of restricted stock units to receive at the time of the recapitalization for such restricted stock units (i) an amount in cash currently estimated to be $6.23 per share of common stock subject to such restricted stock units (without interest and less any applicable withholding taxes) and (ii) restricted stock units denominated in 0.1479 shares of MIPS Technologies common stock; (3) the accelerated vesting of restricted stock units and cancellation of such awards at the effective time of the Merger in exchange for the right to receive a cash amount equal to the product of (i) the total number of shares of MIPS Technologies common stock subject to such restricted stock units immediately prior to the effective time and after giving effect to the recapitalization, multiplied by (ii) the merger consideration of $7.31 (equivalent to approximately $1.08 for each share of MIPS Technologies common stock subject to such restricted stock units prior to the recapitalization), without interest and less any applicable withholding taxes; (4) certain severance payments under change in control agreements entered into between MIPS Technologies and its executive officers, which become payable upon a qualifying termination event within 24 months following a change in control; (5) potential transaction-related bonuses; and (6) the fact that, with respect to pre-merger acts and omissions, MIPS Technologies will be required to purchase directors’ and officers’ insurance coverage with respect to, and Imagination Technologies will and the surviving corporation will continue to provide indemnification, advancement of expenses to, current and former directors and officers of MIPS Technologies after the merger.
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For a description of these interests, see “The Merger — Interests of Our Directors and Executive Officers in the Merger.”
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How are votes counted?
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Votes will be counted by the inspector of election appointed for the annual meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. “Broker non-votes” result when brokers are precluded from exercising their voting discretion with respect to the approval of non-routine matters such as the adoption of the merger agreement, the adoption of the patent sale agreement, the adoption of the certificate of amendment, the proposal for the election of directors and the proposal to approve the adjournment of the annual meeting for the purpose of obtaining additional votes and thus, absent specific instructions from the beneficial owner of those shares, brokers are not empowered to vote the shares with respect to the approval of such non-routine matters. Because the adoption of the patent sale agreement, adoption of the merger agreement and approval and adoption of the certificate of amendment each require the approval of the holders of a majority of the shares of our outstanding common stock, broker non-votes and abstentions will have the same effect as a vote “AGAINST” each such proposal. Because the approval of the proposal to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the current fiscal year, approval of the proposal to adjourn the annual meeting, if necessary or appropriate, to solicit additional proxies, the non-binding proposal regarding merger-related executive compensation and the non-binding proposal regarding executive compensation each require the affirmative vote of the holders of a majority of the shares of our common stock present and entitled to vote on these particular proposals at the annual meeting, they will not be affected by broker non-votes, but abstentions will have the same effect as a vote “AGAINST” each such proposal.
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What will I receive in the merger?
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Upon consummation of the patent sale and completion of the recapitalization and the merger, you will be entitled to receive a total of approximately $7.31 per share that you owned prior to the recapitalization. This estimate is subject to fluctuation in the recapitalization proceeds (currently estimated to be $6.23 per share), but not the merger proceeds. The following details how this total amount is calculated.
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After the merger is completed, how will I receive the cash for my shares?
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Promptly after the merger is completed, the paying agent appointed by Imagination Technologies and approved by MIPS Technologies will mail written instructions on how to exchange your MIPS Technologies common stock certificates for the per share merger consideration of $7.31 in cash (equivalent to approximately $1.08 for each share of MIPS Technologies common stock that you own prior to the recapitalization), without interest and less any applicable withholding taxes, and the cash you will receive pursuant to the recapitalization. You will receive cash for your shares from the paying agent after you comply with these instructions.
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How will I receive the cash if I have lost my stock certificate?
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If your stock certificate is lost, stolen or destroyed, you must deliver an affidavit and may be required by Parent to post a bond as indemnity against any claim that may be made with respect to such certificate prior to receiving the merger consideration of $7.31 in cash per share after giving effect to the recapitalization (equivalent to approximately $1.08 for each share of MIPS Technologies common stock that you own prior to the recapitalization), without interest and less any applicable withholding taxes, and the cash pursuant to the recapitalization (currently estimated to be approximately $6.23 per share that you own prior to the recapitalization), without interest and less any applicable withholding taxes.
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When and where is the annual meeting?
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The annual meeting of stockholders of MIPS Technologies will be held on January 23, 2013, at our corporate headquarters, located at 955 East Arques Avenue, Sunnyvale, California 94085 commencing at 2:00 p.m., Pacific Time.
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Who is entitled to vote at the annual meeting?
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Only stockholders of MIPS Technologies as of the close of business on November 28, 2012, the record date for the annual meeting, are entitled to receive notice of the annual meeting and to vote the shares of MIPS Technologies common stock that they held at that time at the annual meeting, or at any adjournment or postponement of the annual meeting.
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Who is entitled to attend the annual meeting?
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Please note that space limitations make it necessary to limit attendance at the annual meeting to stockholders as of the record date (or their authorized representatives). If your shares are held by a bank or broker, please bring to the annual meeting your statement evidencing your beneficial ownership of our common stock as of the record date. All stockholders should also bring photo identification.
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What vote is required for MIPS Technologies’ stockholders to adopt the patent sale agreement, merger agreement or certificate of amendment?
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The adoption of each of the patent sale agreement, merger agreement and certificate of amendment requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at the annual meeting. As of the close of business on November 28, 2012, the record date for the annual meeting, there were shares of MIPS Technologies common stock issued and outstanding.
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What vote of our stockholders is required to approve the proposal to approve and adopt the certificate of amendment; to approve the proposal to elect three Class II directors to serve three-year terms; to approve the proposal to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the current fiscal year; to approve the proposal to adjourn the annual meeting, if necessary or appropriate, to solicit additional proxies; to approve the non-binding proposal regarding merger-related executive compensation; and to approve the non-binding proposal regarding executive compensation?
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The proposal to approve and adopt the certificate of amendment; the proposal to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the current fiscal year; the proposal to adjourn the annual meeting, if necessary or appropriate, to solicit additional proxies; the non-binding proposal regarding executive compensation; and the non-binding proposal regarding merger-related executive compensation each require the affirmative vote of the holders of a majority of the shares of our common stock present and entitled to vote on these particular proposals at the annual meeting, assuming a quorum is present. The directors will be elected at the meeting by a plurality of the shares present and entitled to vote in the election and actually cast.
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How does MIPS Technologies’ board of directors recommend that I vote?
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MIPS Technologies’ board of directors, after careful consideration of a variety of factors described in this proxy statement, unanimously recommends that you vote “FOR” the proposal to adopt the patent sale agreement, “FOR” the proposal to adopt the merger agreement, “FOR” the proposal to approve and adopt the certificate of amendment, “FOR” the proposal to elect three Class II directors to serve three-year terms, “FOR” the proposal to ratify the appointment of Ernst & Young as our independent registered public accounting firm for the current fiscal year, “FOR” the proposal adjourn the annual meeting, if necessary or appropriate, to solicit additional proxies, “FOR” the non-binding proposal regarding executive compensation and “FOR” the non-binding proposal regarding merger-related executive compensation. You should read “The Patent Sale—Reasons for the Patent Sale; Recommendation of Our Board of Directors” and “The Merger — Reasons for the Merger; Recommendation of our Board of Directors” beginning on pages 76 and 81 respectively, of this proxy statement for a discussion of the factors that the board of directors considered in deciding to recommend the adoption of both the patent sale agreement and the merger agreement.
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What happens if the patent sale or merger is not consummated?
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If the patent sale agreement is not adopted by our stockholders, or if the patent sale is not consummated for any other reason, MIPS Technologies will retain ownership of its current patent portfolio. Because the closing of the patent sale is a condition to the closing of the merger, if the patent sale is not consummated, the merger cannot be consummated either. If the merger agreement is not adopted by our stockholders, or if the merger is not consummated for any other reason, stockholders will not receive any payment for their shares in connection with the merger or the recapitalization and the holders of stock options and restricted stock units will not receive any payment for their awards in connection with the patent sale, the recapitalization and the merger, which in each case will only occur if the merger is approved. Instead, MIPS Technologies will remain an independent public company and our common stock will continue to be listed and traded on NASDAQ. MIPS Technologies has not made any decision yet as to any distribution of proceeds in the event that the patent sale agreement is adopted and the sale of patent is consummated but the merger agreement is not adopted and the merger is not consummated and the certificate of amendment is not approved. Under circumstances specified in the patent sale agreement, MIPS Technologies may be required to pay Bridge Crossing a termination fee, which circumstances are described in greater detail under the caption “The Patent Sale Agreement — Termination Fees” beginning on page 71 of this proxy statement. Under circumstances specified in the merger agreement, MIPS Technologies may be required to pay Imagination Technologies a termination fee and reimburse Imagination Technologies for its transaction-related expenses, each described in greater detail under the caption “The Merger Agreement — Termination Fees” beginning on page 114 of this proxy statement.
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How was the purchase price for the assets determined?
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The purchase price for the assets proposed to be sold to Bridge Crossing was negotiated between representatives of MIPS Technologies and representatives of Bridge Crossing. We have received a fairness opinion from Ocean Tomo, LLC concluding that the consideration to be received by us for the assets is fair, from a financial point of view, to MIPS Technologies. A copy of the fairness opinion from Ocean Tomo, LLC is included as Annex B to this proxy statement.
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Am I entitled to appraisal rights in connection with the asset sale or the recapitalization?
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No. Delaware law does not provide for stockholder appraisal rights in connection with the sale of a company’s assets or a recapitalization. Appraisal rights are only available with respect to the fair value of the shares of MIPS Technologies common stock after giving effect to the patent sale and recapitalization.
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What do I need to do now?
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We urge you to carefully read this proxy statement in its entirety, including its annexes, and to consider how the patent sale, merger and each of the other proposals affect you. Even if you plan to attend the annual meeting, if you hold your shares in your own name as the stockholder of record, please vote your shares by completing, signing, dating and returning the enclosed proxy card; using the telephone number printed on your proxy card; or using the Internet voting instructions printed on your proxy card. If you have Internet access, we encourage you to vote via the Internet. You can also attend the annual meeting and vote in person. If you hold your shares in “street name,” follow the procedures provided by your broker, bank or other nominee.
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using the telephone number printed on your proxy card;
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using the Internet voting instructions printed on your proxy card;
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signing and dating each proxy card you receive and returning it in the enclosed prepaid envelope;
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attending the annual meeting and voting in person; or
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if you hold your shares in “street name,” following the procedures provided by your broker, bank or other nominee.
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How can I change or revoke my vote?
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You have the right to change or revoke your proxy at any time before the vote is taken at the annual meeting:
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if you hold your shares in your name as a stockholder of record, by written notice to our Corporate Secretary, at 955 East Arques Avenue, Sunnyvale, California 94085;
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by attending the annual meeting and voting in person (your attendance at the meeting will not, by itself, revoke your proxy; you must vote in person at the meeting);
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by submitting a later-dated proxy card;
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by re-voting by telephone or the Internet (only your latest telephone or Internet vote will be counted); or
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if you have instructed a broker, bank or other nominee to vote your shares, by following the directions received from your broker, bank or other nominee to change those instructions.
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If my shares are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?
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Your broker, bank or other nominee will only be permitted to vote your shares if you instruct your broker, bank or other nominee how to vote. You should follow the procedures provided by your broker, bank or other nominee regarding the voting of your shares. If you do not instruct your broker, bank or other nominee to vote your shares, your shares will not be voted and the effect will be the same as a vote against the adoption of the patent sale agreement, the merger agreement, the certificate of amendment, the ratification of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year, the non-binding proposal regarding executive compensation and the non-binding proposal regarding merger-related executive compensation, but will not have an effect on the election of Class II directors at the annual meeting, so long as a quorum is otherwise present.
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What do I do if I receive more than one proxy or set of voting instructions?
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If you also hold shares directly as a record holder, in “street name,” or otherwise through a nominee, you may receive more than one proxy and/or set of voting instructions relating to the annual meeting.
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What is a quorum?
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A quorum of the holders of the outstanding shares of our common stock must be present for the annual meeting to be held. A quorum is present if the holders of a majority of the outstanding shares of our common stock entitled to vote are present at the meeting, either in person or represented by proxy. Abstentions and broker non-votes are counted as present for the purpose of determining whether a quorum is present. A broker non-vote occurs on an item when a broker is not permitted to vote on that item without instructions from the beneficial owner of the shares and no instructions are given.
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What happens if I sell my shares before the annual meeting?
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The record date of the annual meeting is earlier than the annual meeting and the date that the merger is expected to be completed. If you transfer your shares of common stock after the record date but before the annual meeting, you will retain your right to vote at the annual meeting, but will have transferred the right to receive $7.31 per post-recapitalization share in cash to be received by our stockholders in the merger (equivalent to approximately $1.08 for each share of MIPS Technologies common stock that you own prior to the recapitalization), without interest and less any applicable withholding taxes, and what is currently estimated to be approximately $6.23 per pre-recapitalization share in cash, without interest and less any applicable withholding taxes, to be received by our stockholders in the recapitalization. In order to receive these amounts, you must hold your shares through completion of the merger.
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Am I entitled to exercise appraisal rights instead of receiving the merger consideration for my shares?
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Yes. As a holder of our common stock, you are entitled to appraisal rights under Delaware law in connection with the merger if you meet certain conditions. In order to perfect appraisal rights, you must follow exactly the procedures specified under Delaware law. See “Dissenters’ Rights of Appraisal” beginning on page 160 of this proxy statement and Annex E to this proxy statement.
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What governmental and regulatory approvals are required?
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MIPS Technologies and Imagination Technologies intend to prepare, prefile and file with CFIUS a joint voluntary notice of the transactions contemplated by the merger agreement pursuant to the Defense Production Act of 1950, as amended, and to provide CFIUS with any additional or supplemental information it requests to obtain a written notification issued by CFIUS that it has concluded its review (or, if CFIUS deems necessary, its investigation) and determined that there are no unresolved national security concerns with respect to the transactions contemplated by the merger agreement. Completion of CFIUS’ review is a condition to each party’s obligations under the merger agreement.
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Will the merger be taxable to me?
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Consummation of the merger is conditioned on, among other things, consummation of the recapitalization. The recapitalization and merger are intended to constitute, and MIPS Technologies, Imagination Technologies, and Acquisition Sub have all agreed to treat the recapitalization and merger as, a single integrated transaction for U.S. federal income tax purposes. However, there can be no assurance that the IRS or a court will agree that the recapitalization and the merger are an integrated transaction. Assuming that, as expected, the recapitalization and merger are treated as a single integrated transaction, the receipt of cash in exchange for your shares of common stock pursuant to the recapitalization and the merger will generally be a taxable transaction to U.S. holders (as defined below in “United States Federal Income Tax Considerations” beginning on page 155 of this proxy statement) for U.S. federal income tax purposes. A U.S. holder will generally recognize gain or loss equal to the difference between the aggregate amount of cash received by such holder in the recapitalization and the merger and such holder’s adjusted tax basis in the shares of common stock exchanged for cash in the recapitalization and the merger. For further information on the anticipated tax consequences of the recapitalization and the merger, see “United States Federal Income Tax Considerations” beginning on page 155 of this proxy statement. Because individual circumstances may differ, we recommend that you consult your own tax advisor to determine the particular U.S. federal, state, local and foreign income and other tax consequences of the merger and the recapitalization to you.
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When are the patent sale and merger expected to be completed?
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We are working toward completing the patent sale and merger as quickly as possible, and we anticipate that both will be completed in the first quarter of 2013, subject to the satisfaction or waiver of all closing conditions. However, the exact timing of the completion of either the patent sale or the merger cannot be predicted. In order to complete the patent sale, we must obtain stockholder approval for the patent sale agreement and the closing conditions under the patent sale agreement must be satisfied or waived. In order to complete the merger, we must obtain stockholder approval for the merger agreement and the closing conditions under the merger agreement must be satisfied or waived. The patent sale may be consummated without the adoption of the merger agreement; however, the merger cannot be consummated unless the patent sale is consummated first. See “The Patent Sale agreement—Closing of the Patent Sale,” “The Patent Sale Agreement—Conditions to the Closing of the Patent Sale,” “The Merger Agreement — Effective Time of the Merger” and “The Merger Agreement — Conditions to the Closing of the Merger” beginning on pages 60, 69, 96 and 110 of this proxy statement, respectively.
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Will a proxy solicitor be used?
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Yes. MIPS Technologies has engaged Georgeson Inc., which we refer to as Georgeson, to assist in the solicitation of proxies for the Annual Meeting, and MIPS Technologies estimates it will pay Georgeson a fee of approximately $27,500. MIPS Technologies has also agreed to reimburse Georgeson for reasonable and documented out-of-pocket expenses incurred in connection with the proxy solicitation and to indemnify Georgeson against certain losses, costs and expenses.
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Who can help answer any other questions that I have?
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If you have additional questions about the merger, need assistance in submitting your proxy or voting your shares of our common stock, or need additional copies of the proxy statement or the enclosed proxy card, please contact Bill Slater, Chief Financial Officer of MIPS Technologies, Inc., at 955 East Arques Avenue, Sunnyvale, California 94085 or by telephone at (408) 530-5000.
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the effect of the announcement of the sale of patents or the merger on our business relationships (including with employees, customers and suppliers), operating results and business generally;
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our business and results of operations may suffer if the patent sale or the merger are not consummated;
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our ability to sustain or grow our license and contract revenue;
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the variability of our operating results from one period to another based on changes in the size and nature of our license agreements;
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our ability to compete against much larger companies in the microprocessor IP market that have larger market share and broader lines of products;
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the uncertainty of success in our strategic efforts around patent monetization;
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the adverse impact of a number of factors on our royalty revenue;
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the impact on our revenue of the loss of a key customer or any significant delays in our customers’ product development plans;
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the negative impact to our financial results from economic conditions;
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fluctuations in our financial results that could affect our stock price;
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limits in our ability to achieve design wins unless we are able to develop enhancements and new generations of our intellectual property;
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volatility of our stock price;
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adverse impact on our revenue growth if we fail in the market for mobile products;
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inability to compete and grow if we do not succeed on key platforms, including ANDROID™;;
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exposure to various legal, business, political and economic risks associated with our international operations;
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continued reliance on third-party technologies for the development of our products;
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reliance on the efforts of third parties to enhance our technology offerings and our ecosystem;
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dependence on royalties from the sale of products incorporating our technology and our limited visibility as to the timing and amount of such sales;
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dependence on key personnel;
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potential claims of infringement on the intellectual property rights of others;
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our ability to compete effectively in the market for SoC intellectual property cores and related designs;
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our ability to obtain or enforce intellectual property rights;
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variance in our results of operations as a result of the methods, estimates, and judgments that we use in applying our accounting policies;
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changes in effective tax rates or adverse outcomes from examination of our income tax returns;
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the possibility we may experience security breaches;
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claims and liabilities in connection with the sale of our discontinued business;
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failure of our past restructurings to sufficiently reduce our expenses relative to future revenue;
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catastrophic events that may disrupt our business and harm our operating results;
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impairments to long-lived assets;
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exposure of the market value of our investment portfolio to fluctuations in interest rates and changes in credit ratings which could have a material adverse impact on our financial condition and results of operations;
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adverse impact of macroeconomic conditions and other factors on our other income (expense), net, set forth in our consolidated statements of operations;
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pending, threatened or future legal proceedings, including legal proceedings that have been or may be instituted against MIPS Technologies and others relating to the merger agreement;
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the occurrence of any event, change or other circumstances that could give rise to the termination of the patent sale agreement or the merger agreement;
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the failure of our stockholders to adopt the patent sale or the merger;
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risks related to obtaining the requisite consents to the sale of patents or the merger, including, without limitation, the timing (including possible delays) and receipt of regulatory approvals from various governmental authorities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental authorities may deny approval;
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the failure of the patent sale or the merger to close for any other reason;
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the amount of the costs, fees, expenses and charges related to the patent sale or the merger;
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risks that the proposed transactions disrupt current business plans and operations and the potential difficulties in attracting and retaining employees as a result of the patent sale or the merger; and
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the timing of the completion of the patent sale or the merger and the impact of the patent sale or the merger on our capital resources, cash requirements, profitability, management resources and liquidity;
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Consideration and adoption of the patent sale agreement;
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Consideration and adoption of the certificate of amendment;
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Consideration and adoption of the merger agreement;
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Election of three Class II directors to serve three-year terms;
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Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year, which ends on June 30, 2013;
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Consideration and approval on a non-binding basis of merger-related executive compensation;
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Consideration and approval on a non-binding basis of executive compensation;
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To approve the adjournment of the annual meeting, if necessary or appropriate, to solicit additional proxies to adopt the patent sale agreement and merger agreement; and
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To transact such other matters incident to the conduct of the annual meeting.
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a proposal from CEVA with a purchase price range between $60 million and $90 million
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a proposal from Party I with a purchase price range between $90 million and $100 million (noting that Party I had not performed as much diligence as CEVA)
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two alternative proposals from Bridge Crossing, an acquisition of PatentCo for $260 million or an exclusive license to the patent assets in PatentCo for $210 million
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a proposal from Party F for $75 million
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a proposal from Party J for $20 million
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a proposal from Party K for $12 million for a subset of the patents included in PatentCo
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CEVA submitted a key issues list on August 17, 2012 and indicated it would likely decrease its preliminary purchase price range of $60 million to $90 million
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Party L submitted a proposal on August 15, 2012 to acquire certain retained patents and enter into related license agreements in exchange for a series of cash payments that J.P. Morgan estimated to have a net present value of $45 million over a period of five years
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Imagination Technologies submitted a proposal on August 15, 2012 with a purchase price of $72 million
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representatives of Skadden Arps reviewed with the board of directors its fiduciary duties in considering the proposed transactions;
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our board of directors considered the positive and negative factors and risks in connection with the proposed transactions, as discussed in the sections entitled, “The Merger – Reasons for the Merger and Recommendation of Our Board of Directors” and “The Patent Sale – Reasons for the Patent Sale and Recommendation of Our Board of Directors” below;
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a representative of Ocean Tomo made a financial presentation and rendered to our board of directors its oral opinion, subsequently confirmed in writing, that as of November 4, 2012, and based upon and subject to the various factors, assumptions, qualifications and limitations set forth in the written opinion, the consideration of $350 million to be received by MIPS Technologies pursuant to the proposed patent sale agreement was fair, from a financial point of view, to MIPS Technologies, as discussed in “The Patent Sale – Opinion of Our Financial Advisor on the Patent Sale.” Such opinion is attached hereto as Annex B; and
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a representative of J.P. Morgan made a financial presentation and rendered to our board of directors its oral opinion, subsequently confirmed in writing, that as of November 4, 2012, and based upon and subject to the various factors, assumptions, qualifications and limitations set forth in the written opinion, the $7.31 per share to be received by holders of shares of MIPS Technologies common stock, after giving effect to the patent sale and recapitalization, pursuant to the proposed merger agreement was fair, from a financial point of view, to such holders as discussed in “The Merger – Opinion of Our Financial Advisor on the Merger.” Such opinion is attached hereto as Annex D.
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The comparability of the patent sale to MIPS Technologies’ other alternatives.
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The opinion of Ocean Tomo LLC, which we refer to as Ocean Tomo.
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The terms of the patent sale agreement.
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The terms of the license agreements.
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The Opportunities and Challenges Facing MIPS Technologies
. Our board of directors considered the opportunities and challenges facing us, as well as the uncertainties surrounding our ability to successfully execute our business plan. Specifically, our board of directors considered the opportunities and challenges relating to, among other things, our recent history of operating losses, the uncertainty of successfully licensing our technology to additional customers and the uncertainty of securing license agreements providing for significant license fees and on-going royalties, the risk that companies that use processor architectures and cores may adopt strategies of internal development rather than licensing third party technology platforms such as ours, and the overall competitive landscape of the processor architecture space. Our board of directors considered the significant risks that we would be unable to secure licensing arrangements with enough customers to generate sufficient revenues to achieve profitability. In addition, our board of directors also considered the diminished pipeline for potential licensing transactions in the near future; the increasing proliferation of technologies licensed by our competitors that may be used as an alternative to our technology, thereby eroding our market share; risks associated with other patent monetization strategies; the value to expeditiously monetizing the patent portfolio in a single transaction as compared to a multiyear process of pursuing individual licenses, the likely decline of the value of the portfolio over time as patents expire; and the risk of meeting market expectations regarding the pace of signing new licensing agreements for our technology.
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Comparability to Other Alternatives
. Our board of directors considered MIPS Technologies’ business, product and technology pipelines, financial condition and results of operations, both on a historical and prospective basis. Our board of directors also considered that a significant portion of MIPS Technologies’ value is represented by its product and technology pipeline, which by its nature is subject to risk and uncertainty, and that the patent sale consideration to be paid by Bridge Crossing takes into account the value of this product and technology pipeline and provides liquidity to MIPS Technologies’ stockholders on an immediate basis. Our board of directors also considered that there are, in general, business, financial, market and execution risks associated with remaining independent and successfully implementing MIPS Technologies’ stand-alone business plan, as well as macroeconomic factors, rapidly changing technologies, evolving industry standards and increased competition. Our board of directors also considered certain strategic alternatives to the patent sale, including the sale or disposition of other assets of MIPS Technologies. In connection therewith, among other things, our board of directors also considered:
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the fact that MIPS Technologies had conducted an extensive and thorough strategic alternative review process in 2012, during which, among other things: contacts were made to approximately 20 potential strategic partners; diligence was conducted by six potential strategic partners; initial indications of interest were submitted by six potential strategic partners; four formal bids were submitted; and of all of the parties who had submitted indications of interest, Bridge Crossing’s proposal was the highest and was materially higher than the other bids;
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based on the results of the 2012 process, our board of directors’ belief that it was unlikely that any other strategic partners would be willing to pay more than $350,000,000 in cash; and
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a business model for the Company to monetize the patent portfolio itself.
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Financial Advisor Opinion
. Our board of directors considered the financial presentation of Ocean Tomo, and its oral opinion delivered to our board of directors (which opinion was subsequently confirmed in writing) to the effect that, as of November 4, 2012 and based upon and subject to the various assumptions, considerations, qualifications and limitations set forth in the opinion, the purchase price to be received by MIPS Technologies pursuant to the patent sale agreement was fair from a financial point of view to MIPS Technologies, as more fully described under “The Patent Sale—Opinion of Our Financial Advisor on the Patent Sale” beginning on page 55 of this proxy statement. The opinion of Ocean Tomo is addressed to, and for the use and benefit of, our board of directors of MIPS Technologies in connection with and for purposes of its evaluation of the patent sale and does not constitute a recommendation as to how any holder of MIPS Technologies common stock should vote with respect to the patent sale. The full text of Ocean Tomo’s written opinion, dated November 4, 2012, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion is attached as Annex B to this proxy statement and is incorporated herein by reference.
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Terms of the Patent Sale Agreement
. Our board of directors considered the terms and conditions of the patent sale agreement, including:
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the number and nature of the conditions to Bridge Crossing’s obligation to consummate the patent sale;
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MIPS Technologies’ ability under the patent sale agreement to furnish information to and conduct negotiations with a third party in certain circumstances, as more fully described under “The Patent Sale Agreement — No Solicitation of Other Offers” beginning on page 66 of this proxy statement;
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our board of directors’ ability to modify and change its recommendation to stockholders in response to a superior proposal from a third party or in response to an intervening event, if after consultation with its legal advisors the board determines in good faith that, the failure to take such action would be inconsistent with its fiduciary duties to MIPS Technologies’ stockholders;
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that MIPS Technologies can terminate the patent sale agreement if, concurrently with such termination, MIPS Technologies enters into a definitive agreement providing for the implementation of a superior proposal under certain conditions and upon payment to Bridge Crossing of a $10,000,000 termination fee;
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that Bridge Crossing has agreed to use its reasonable best efforts to cause the patent sale to be consummated; and
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the fact that all such terms and conditions were the product of extensive arm’s-length negotiations between MIPS Technologies and Bridge Crossing.
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Termination Fee
. Our board of directors considered the termination fees ($30,000,000 in the case of a wrongful termination payment and $10,000,000 in other circumstances to accept a superior proposal) , including the views of MIPS Technologies’ financial and legal advisors as to the customary nature of the existence and size of termination fees in transactions similar to the patent sale. Our board of directors concluded that a termination fee of this size for the transactions contemplated by the patent sale agreement should not unduly deter a third party from making, or inhibit our board of directors in evaluating, negotiating, and, if appropriate, terminating the patent sale agreement to enter into a transaction that is, a superior proposal.
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Likelihood of Consummation
. Our board of directors considered the likelihood that the patent sale will be completed, including Bridge Crossing’s agreement to use its reasonable best efforts to complete the patent sale. Our board of directors also considered the fact that Bridge Crossing did not require stockholder approval for the transaction.
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Financing Related to the Patent Sale
. Our board of directors considered the fact that Bridge Crossing represented in the patent sale agreement that it has, and as of the closing will have, sufficient immediately available funds to pay when due the aggregate patent sale consideration and to pay when due all of its fees and expenses related to the transactions contemplated by the patent sale agreement, and that it has deposited an amount equal to $350,000,000 with an escrow agent.
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Stockholder Vote
. Our board of directors considered the fact that the consummation of the proposed patent sale would require the affirmative vote of the holders of a majority of the outstanding shares of MIPS Technologies’ common stock entitled to vote. Our board of directors noted that shares owned by members of management represented a relatively small percentage of the outstanding shares and that, accordingly, the patent sale agreement would, in effect, need to be approved by a majority of the shares held by MIPS Technologies’ other stockholders.
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the fact that the completion of the patent sale will preclude MIPS Technologies’ stockholders from having the opportunity to participate in the future appreciation of the value of its capital stock derived from ownership of certain of MIPS Technologies’ patents;
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the fact that, although the patent sale agreement contains a “fiduciary out,” it does not contain a “go shop” provision;
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the fact that the patent sale agreement contains certain provisions, including the termination fees, restrictions on providing information to and negotiating with a third party that makes an unsolicited acquisition proposal, and the required vote provisions obligating MIPS Technologies to convene the annual meeting for the purpose of obtaining stockholder approval of the proposal to adopt the patent sale agreement, even if our board of directors changes its recommendation regarding the patent sale and the patent sale agreement (unless MIPS Technologies terminates the patent sale agreement, enters into a definitive agreement relating to a superior proposal and pays the applicable termination fee), that may inhibit other potential patent buyers from submitting potentially superior proposals to acquire MIPS Technologies’ patents;
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the fact that not all conditions to the closing of the patent sale are within MIPS Technologies’ control;
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the fact that MIPS Technologies has incurred and will continue to incur significant transaction costs and expenses in connection with the proposed transaction, regardless of whether the patent sale is consummated;
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the fact that the operations of MIPS Technologies will be restricted by interim operating covenants under the patent sale agreement during the period between the signing of the patent sale agreement and the completion of the patent sale, which could effectively prohibit MIPS Technologies from undertaking material strategic initiatives or other material transactions without Bridge Crossing’s consent, to the detriment of MIPS Technologies and its stockholders; and
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the patent sale will be a taxable sale by MIPS Technologies of corporate assets for U.S. federal income tax purposes, and MIPS Technologies anticipates that it will recognize substantial gain as a result of the patent sale. Such gain will generate U.S. federal income tax liability to MIPS Technologies that will reduce the amount of cash available for exchange to stockholders in the recapitalization. Further, the merger and the recapitalization are intended to be an integrated taxable transaction for U.S. federal income tax purposes, in which case our stockholders will generally be required to pay U.S. federal income tax on any gains they realize as a result of the receipt of cash in exchange for shares of our common stock pursuant to the recapitalization and the merger.
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Date
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Acquired By
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Acquired From
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Price (000’s)
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Number of Patents
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Cost per Patent (000’s)
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|||||||||
Jan-10
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Intellectual Ventures
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Avistar
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$ | 11,000 | 42 | $ | 262 | |||||||
Apr-10
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HP
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Palm
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$ | 1,200,000 | 1,650 | $ | 727 | |||||||
Nov-10
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CPTN Holdings
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Novell
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$ | 450,000 | 882 | $ | 510 | |||||||
Jun-11
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Wi-Lan
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Glenayre
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$ | 8,000 | 60 | $ | 133 | |||||||
July-11
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HTC
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S3 Graphics
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$ | 300,000 | 235 | $ | 1,277 | |||||||
Jul-11
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Rockstar Bidco
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Nortel
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$ | 4,500,000 | 6,000 | $ | 750 | |||||||
Aug-11
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Google
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Motorola Mobility
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$ | 9,200,000 | 24,500 | $ | 376 | |||||||
Jan-12
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Acacia Research
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Adaptix
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$ | 150,000 | 230 | $ | 652 | |||||||
Apr-12
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Microsoft
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AOL
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$ | 1,060,000 | 925 | $ | 1,146 | |||||||
Apr-12
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Facebook
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Microsoft/AOL
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$ | 550,000 | 650 | $ | 846 | |||||||
Jun-12
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Interdigital
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Intel
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$ | 375,000 | 1,700 | $ | 221 | |||||||
N/A
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RPX
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Various Patents
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$ | 200,000 | 1,300 | $ | 154 |
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its corporate organization, good standing and qualification;
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its ownership of the patents to be sold to Bridge Crossing, which we refer to as the assigned patents, its ability to license the patents it will retain, which we refer to as the retained patents, and the absence of orders, decisions, injunctions, judgments, decrees or rulings from a governmental authority binding MIPS or, to MIPS’ knowledge, any portion of the patents and the absence of current litigation in which, to MIPS’ knowledge, a third party is asserting that MIPS does not own the assigned patents or that the assigned patents may not be assigned or the retained patents licensed to Bridge Crossing;
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its corporate power and authority to enter into the patent sale agreement and to consummate the transactions contemplated by the patent sale agreement;
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the absence of conflicts with law, MIPS Technologies’ organizational documents and certain contracts to which MIPS Technologies is a party;
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the provision of certain documentation relating to the assigned patents;
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the provision of all agreements, other than standard outbound license agreements, between MIPS Technologies and a third party that contain obligations with respect to intellectual property, technology, products or services that relate to the assigned patents;
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the accuracy of the information supplied by MIPS Technologies for inclusion in this proxy statement;
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the absence of any other patents owned by MIPS Technologies outside of the assigned patents and the retained patents;
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the absence of certain changes;
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payment of all maintenance and annuity fees with respect to the assigned patents;
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the absence of exclusive licenses under the assigned patents or retained patents;
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patents and patent applications which have been abandoned by MIPS and which will be transferred, along with the all rights to revive or reinstate such patents and patent applications, to Bridge Crossing;
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the stockholder vote required to adopt the patent sale agreement;
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the absence of conflict between any of the terms and conditions of the merger or any other attempts to sell the remainder of MIPS Technologies after the patent sale has been consummated and any of the terms and conditions of the agreements governing the patent sale; and
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the absence of any other representations and warranties with respect to MIPS Technologies.
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Any event, state of facts, development, change, effect or occurrence that, individually or in the aggregate, (a) has or is reasonably likely to have a material adverse effect on the business, assets (including, without limitation, the assigned patents and retained patents), liabilities, financial condition or results of operations of MIPS Technologies and its subsidiaries, taken as a whole, or (b) prevents or materially impairs the ability of MIPS Technologies to perform any of its obligations under the patent sale agreement or consummate the patent sale.
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A Seller Material Adverse Effect shall not include for purposes of clause (a) above any event, state of facts, development, change, effect or occurrence resulting from any of the following:
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changes in general economic or political conditions or in the securities, credit or financial markets in general in any country or region in which MIPS Technologies or any of its subsidiaries conducts business;
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changes that affect the industries in which MIPS Technologies and its subsidiaries operate;
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the entry into or performance of the patent sale agreement or the transactions contemplated thereby, including compliance with the covenants set forth therein and any action taken or omitted to be taken by MIPS Technologies at the request of or with the consent of Bridge Crossing;
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any natural disaster, acts of terrorism, war or armed hostilities, or any escalation or worsening thereof;
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any changes in laws applicable to MIPS Technologies or any of its subsidiaries or any of their respective properties or assets or changes in generally accepted accounting principles or rules and policies of the Public Company Accounting Oversight Board;
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changes in the price or trading volume of the common stock of MIPS Technologies or any failure to meet internal or published projections, forecasts or revenue, net retail sales, comparable store sales or earnings predictions for any period;
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any loss of, or change in, the relationship of MIPS Technologies or any of MIPS Technologies’ subsidiaries, contractual or otherwise, with its customers, suppliers, vendors, lenders, employees, investors or venture partners arising out of the execution, delivery or performance of the patent sale agreement and the transactions contemplated hereby or the announcement of any of the foregoing;
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the execution or announcement of the merger or any other sale of MIPS Technologies in accordance with the terms of the patent sale agreement; or
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any litigation arising from allegations of a breach of fiduciary duty or other violation of applicable law relating to the patent sale agreement or the transactions contemplated thereby.
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their corporate organization and good standing;
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the provisions of Allied Security Trust I’s trust agreement and that it is in full force and effect;
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their corporate power and authority to enter into the patent sale agreement and to consummate the transactions contemplated by the patent sale agreement;
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the absence of conflicts with law, their organizational documents and contracts to which they are a party;
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the accuracy of the information supplied by Bridge Crossing for inclusion in this proxy statement;
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the availability of funds necessary to pay the purchase price and the deposit of an amount equal to the purchase price with an escrow agent;
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the waiver by Bridge Crossing’s initial participants of the buy-out option under the trust agreement of Allied Security Trust I; and
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a disclaimer of other representations and warranties with respect to MIPS Technologies.
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pay all U.S. and foreign maintenance, annuity and other fees payable on the assigned patents which are due on or prior to the patent sale closing; and
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continue the prosecution of all matters before the U.S. Patent and Trademark Office (PTO) and foreign patent offices relating to the assigned patents in its reasonable discretion, consistent with past practice and in the ordinary course of business, and bear the costs of such prosecution.
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assign, transfer, sell, grant or permit to exist any lien on any assigned patent or retained patent, except for certain permitted liens, provided that MIPS Technologies will notify Bridge Crossing within five business days if it enters into any standard outbound licenses;
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commence any offensive litigation, arbitration, U.S. International Trade Commission or other offensive adversarial proceedings involving any of the assigned patents or retained patents, or waive, release, assign, settle or compromise any material action, suit or proceeding relating to the assigned patents to the extent that such waiver, release, assignment, settlement or compromise imposes any obligation that will bind Bridge Crossing after the closing of the patent sale or grants or permits any material lien (other than a certain permitted liens) under or with respect to the assigned patents;
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abandon or dedicate to the public any of the assigned patents; and
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enter into a binding, written agreement or commitment to take any of the foregoing actions.
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until the six month anniversary of the closing of the patent sale, obtain all consents, approvals, orders, waivers and authorizations of, and actions or non-actions by, any governmental authority or third party necessary in connection with the consummation of the transactions contemplated by the patent sale agreement, make all necessary registrations, declarations and filings with, and notices to, any governmental authorities and take all reasonable steps as may be necessary to avoid a suit, action, proceeding or investigation by any governmental authority; and
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execute and deliver any additional instruments reasonably necessary to consummate the merger.
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press releases and other public announcements relating to the patent sale and the transactions contemplated by the patent sale agreement;
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delivery, filing and execution of documents and reasonable further actions necessary for Bridge Crossing to perfect its title in the assigned patents;
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liens on the assigned patents;
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transfer of previously undisclosed patents that would have been categorized as assigned patents;
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each party’s obligation to keep information provided to each other confidential; and
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the notification of certain developments.
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initiate, solicit, seek or knowingly encourage or facilitate any inquiries, offers, discussions or requests that constitute or could reasonably be expected to lead to any “competing proposal” (as defined below under the heading “Adverse Recommendation Change”);
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engage in, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information relating to MIPS Technologies to, any person that, to the knowledge of MIPS Technologies, is seeking to make or has made a competing proposal; or
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approve, endorse, recommend or enter into any agreement with respect to a competing proposal.
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furnish pursuant to a confidentiality agreement permitted by the patent sale agreement non-public information with respect to MIPS Technologies and its subsidiaries to the party making the competing proposal; and
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engage in negotiations and discussions with the party making the competing proposal with respect to such competing proposal.
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the patent sale agreement must have been adopted by the affirmative vote of the holders of a majority of the outstanding shares of our common stock;
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no
governmental authority shall have enacted, issued, promulgated, enforced or entered any law or order which enjoins, limits, restricts, restrains, or otherwise prohibits the consummation of the patent sale; and
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there shall not be any litigation by any governmental authority threatened in writing or pending seeking to restrain or prohibit the consummation of the patent sale.
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MIPS Technologies must have performed in all material respects all of its material obligations under the patent sale agreement required to be performed by it prior to the effective time of the patent sale;
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each of the representations and warranties made by MIPS Technologies set forth in the patent sale agreement, other than the representation and warranty regarding the assignability of the assigned patents and the licensability of the retained patents, must be true as if made at and as of the effective time of the patent sale (except to the extent made as of a specific date), with such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect;
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all assigned patents must be assignable to and all retained patents must be licensable to Bridge Crossing, except where such non-assignability or non-licensability does not pose a material threat of patent infringement to any of Bridge Crossing’s initial participants that would likely result in Bridge Crossing (representing the interests of its initial participants) being deprived of a significant portion of the value of the patent sale;
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MIPS Technologies must deliver to Bridge Crossing at closing a certificate with respect to satisfaction of the foregoing conditions;
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there shall not be any current suit, action or proceeding in which a third party asserts that the assigned patents are not solely owned by MIPS Technologies or its affiliates or that the assigned patents may not be assigned to Bridge Crossing or that the retained patents may not be licensed to Bridge Crossing, except for any suits initiated after MIPS Technologies and Bridge Crossing had entered into the patent sale agreement; and
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MIPS Technologies must have executed and delivered (or caused to have been delivered, as applicable) certain instruments necessary for the assignment of the assigned patents to Bridge Crossing.
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Bridge Crossing must have performed in all material respects all of its material obligations under the patent sale agreement required to be performed by it prior to the effective time of the patent sale;
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each of the representations and warranties made by Bridge Crossing set forth in the patent sale agreement must be true as if made at and as of the effective time of the patent sale (except to the extent made as of a specific date), with such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Patent Purchaser Material Adverse Effect;
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Bridge Crossing must deliver to MIPS Technologies at closing a certificate with respect to the satisfaction of the foregoing conditions; and
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Bridge Crossing must have executed and delivered (or caused to have been delivered, as applicable) the purchase price, escrow amount and certain ancillary agreements to MIPS Technologies.
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by mutual written consent of MIPS Technologies and Bridge Crossing;
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by either MIPS Technologies or Bridge Crossing if the patent sale is not consummated on or before April 5, 2013, provided that this right to terminate is not available to any party if the failure of such party to perform any of its obligations under the patent sale agreement has been a principal cause of or resulted in the failure of the patent sale to be consummated on or before the termination date;
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by MIPS Technologies if MIPS Technologies’ board of directors has determined to enter into a definitive agreement providing for the implementation of a superior proposal as permitted by the non-solicitation provisions of the patent sale agreement and MIPS Technologies enters into such definitive agreement and pays Bridge Crossing a termination fee of $10,000,000; or
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by Bridge Crossing, if:
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MIPS Technologies has breached its obligations set forth in the section “The Patent Sale Agreement—No Solicitation of Other Offers” in any material respect;
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MIPS Technologies’ board of directors effects an adverse recommendation change; or
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MIPS Technologies enters into a definitive agreement pursuant to a competing proposal.
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MIPS Technologies’ board of directors has determined to enter into a definitive agreement providing for the implementation of a superior proposal without violation of its obligations set forth in the section “The Patent Sale Agreement—No Solicitation of Other Offers,” and MIPS Technologies terminates the patent sale agreement by reason of these circumstances;
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MIPS Technologies has breached its obligations set forth in the section “The Patent Sale Agreement—No Solicitation of Other Offers” in any material respect, its board of directors has made an adverse recommendation change or it enters into a definitive agreement providing for the implementation of a superior proposal, and Bridge Crossing terminates the patent sale agreement by reason of these circumstances.
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extend the time for the performance of any of the obligations or other acts of the other parties;
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waive any inaccuracies in the representations and warranties of the other parties contained in the patent sale agreement or in any document delivered pursuant to the patent sale agreement; or
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waive compliance with any of the agreements or conditions contained in the patent sale agreement.
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Consideration; Historical Market Prices
. Our board of directors considered the historical market prices of MIPS Technologies common stock and noted that the proposed merger consideration of $7.31 per share of MIPS Technologies common stock, after giving effect to the recapitalization (equivalent to approximately $1.08 for each share of MIPS Technologies common stock outstanding prior to the recapitalization) and assuming consummation of the patent sale, represented a premium of 40% over the closing price of MIPS Technologies common stock before news reports of a possible transaction emerged on April 11, 2012 and a 15% premium over the closing price on August 30, 2012 before an analyst report that a transaction was likely to occur. Additionally, our board of directors observed that the $7.31 per share merger consideration, after giving effect to the recapitalization (equivalent to approximately $1.08 for each share of MIPS Technologies common stock outstanding prior to the recapitalization) and assuming consummation of the patent sale, represented a 72% enterprise value premium over the closing price on April 11, 2012 and a 23% enterprise value premium over the closing price on August 30, 2012. Our board of directors also noted that the merger consideration was all cash, which provides certainty of value to MIPS Technologies’ stockholders, and was attractive as compared to the prices and price ranges reflected in the indications of interest received from other strategic parties during 2012. Our board of directors believes that the $7.31 per share cash consideration, after giving effect to the patent sale and the recapitalization (equivalent to approximately $1.08 for each share of MIPS Technologies common stock outstanding prior to the recapitalization), was a full and fair price to acquire MIPS Technologies.
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Comparability to Other Alternatives
. Our board of directors considered MIPS Technologies’ business, product and technology pipelines, financial condition and results of operations, both on a historical and prospective basis. Our board of directors also considered that a significant portion of MIPS Technologies’ value is represented by its product and technology pipeline, which by its nature is subject to risk and uncertainty, and that the merger consideration to be paid by Imagination Technologies takes into account the value of this product and technology pipeline and provides liquidity to MIPS Technologies’ stockholders on an immediate basis. Our board of directors also considered that there are, in general, business, financial, market and execution risks associated with remaining independent and successfully implementing MIPS Technologies’ stand-alone business plan, including the costs of being a sub-scale public company and the execution challenges of being more of a competitive factor in an increasingly mobile and converging processor IP market, as well as macroeconomic factors, rapidly changing technologies, evolving industry standards and increased competition. Our board of directors also considered certain strategic alternatives to the merger, including the possibility of remaining as a stand-alone public company and the sale or disposition of a part of MIPS Technologies’ business or our patent portfolio without a sale of the whole company. In connection therewith, among other things, our board of directors also considered:
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the fact that MIPS Technologies had conducted an extensive and thorough strategic alternative review process in 2012, during which, among other things: contacts were made with approximately 20 potential acquirers; diligence was conducted by six potential acquirers; initial indications of interest were submitted by four potential acquirers; and three formal bids were submitted; and
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based on the results of the 2012 process and discussions with J.P. Morgan with respect to the parties most likely to be interested in acquiring MIPS Technologies, our board of directors’ belief that it was unlikely that any other strategic buyers or financial sponsors would be willing to pay more than $7.31 per share in cash, even if MIPS Technologies were to conduct another auction process, and that a failed auction, particularly in light of the 2012 process and related press reports, would be highly detrimental to MIPS Technologies by posing significant risks to our existing operations, including risks related to employee retention.
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Financial Advisor Opinion
. Our board of directors considered the financial presentation of J.P. Morgan, and its oral opinion delivered to our board of directors (which opinion was subsequently confirmed in writing) to the effect that, as of November 4, 2012 and based upon and subject to the various assumptions, considerations, qualifications and limitations set forth in the opinion, the $7.31 merger consideration to be received by holders of shares of MIPS Technologies common stock (other than Imagination Technologies, Acquisition Sub and their respective affiliates), after giving effect to the patent sale and recapitalization (equivalent to approximately $1.08 per share of MIPS Technologies common stock outstanding prior to the recapitalization), pursuant to the merger agreement was fair from a financial point of view to such holders, as more fully described under “The Merger--Opinion of Our Financial Advisor on the Merger” beginning on page 81 of this proxy statement. The opinion of J.P. Morgan is addressed to, and for the use and benefit of, our board of directors of MIPS Technologies in connection with and for purposes of its evaluation of the merger and does not constitute a recommendation as to how any holder of MIPS Technologies common stock should vote with respect to the merger. The full text of J.P. Morgan’s written opinion, dated November 5, 2012, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such opinion is attached as Annex D to this proxy statement and is incorporated herein by reference.
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Terms of the
Merger Agreement
. Our board of directors considered the terms and conditions of the merger agreement, including:
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the limited number and nature of the conditions to Imagination Technologies’ obligation to consummate the merger;
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MIPS Technologies’ ability under the merger agreement to furnish information to and conduct negotiations with a third party in certain circumstances, as more fully described under “The Merger Agreement — No Solicitation of Other Offers” beginning on page 106 of this proxy statement;
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our board of directors’ ability to modify and change its recommendation to stockholders in response to an unsolicited superior proposal from a third party if the failure to take such action would be inconsistent with its fiduciary duties to MIPS Technologies’ stockholders;
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that MIPS Technologies can terminate the merger agreement if, concurrently with such termination, MIPS Technologies enters into a definitive agreement providing for the implementation of a superior proposal under certain conditions;
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that Imagination Technologies has agreed to use its reasonable best efforts to cause the merger to be consummated;
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that the merger agreement provides MIPS Technologies sufficient operating flexibility to conduct its business generally in the ordinary course between the signing of the merger agreement and the completion of the merger; and
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the fact that all such terms and conditions were the product of extensive arm’s-length negotiations between MIPS Technologies and Imagination Technologies.
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Termination Fee
. Our board of directors considered the $2,750,000 termination fee and the reimbursement of certain fees and expenses (up to $2,000,000), including the views of MIPS Technologies’ financial and legal advisors as to the customary nature of the existence and size of termination fees in transactions similar to the merger. Our board of directors concluded that a termination fee of this size for the transactions contemplated by the merger agreement should not unduly deter a third party from making, or inhibit our board of directors in evaluating, negotiating, and, if appropriate, terminating the merger agreement to enter into a transaction that is, a superior proposal.
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Likelihood of Consummation
. Our board of directors considered the likelihood that the merger will be completed, including Imagination Technologies’ agreement to use its reasonable best efforts to complete the merger. Our board of directors also considered the fact that Imagination Technologies did not require stockholder approval for the transaction.
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Financing Related to the
Merger
. Our board of directors considered the fact that Imagination Technologies has represented in the merger agreement that it has, and as of the closing will have, sufficient immediately available funds to pay when due the aggregate merger consideration and to pay when due all of its fees and expenses related to the transactions contemplated by the merger agreement. The receipt of financing by Imagination Technologies is not a condition to the obligations of either party to complete the merger under the terms of the merger agreement.
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Stockholder Vote
. Our board of directors considered the fact that the consummation of the proposed merger would require the affirmative vote of the holders of a majority of the outstanding shares of MIPS Technologies’ common stock entitled to vote. Our board of directors noted that shares owned by members of management represented a relatively small percentage of the outstanding shares and that, accordingly, the merger agreement would, in effect, need to be approved by a majority of the shares held by MIPS Technologies’ other stockholders.
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Availability of Appraisal Rights
. Our board of directors considered the fact that dissenters’ appraisal rights would be available to MIPS Technologies’ stockholders under Delaware law.
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the fact that the completion of the merger will preclude MIPS Technologies’ stockholders from having the opportunity to participate in MIPS Technologies’ future earnings growth and the future appreciation of the value of its capital stock that could be anticipated if its strategic plan were successfully implemented on a stand-alone basis;
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the fact that, although the merger agreement contains a “fiduciary out,” it does not contain a “go shop” provision;
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the fact that the merger agreement contains certain provisions, including the $2,750,000 termination fee, restrictions on providing information to and negotiating with a third party that makes an unsolicited acquisition proposal, and the required vote provisions obligating MIPS Technologies to convene the annual meeting for the purpose of obtaining stockholder approval of the proposal to adopt the merger agreement, such that even if our board of directors changes its recommendation regarding the merger and the merger agreement (unless MIPS Technologies terminates the merger agreement, our board of directors of MIPS Technologies determines to enter into a definitive agreement with respect to a superior proposal as permitted by the merger agreement and MIPS Technologies pays the termination fee concurrently with such termination, or unless Imagination Technologies terminates the merger agreement), other potential acquirors may be dissuaded or inhibited from submitting potentially superior proposals to acquire MIPS Technologies;
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the fact that not all conditions to the closing of the merger, including the required approvals of governmental authorities, are within MIPS Technologies’ control;
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the fact that MIPS Technologies has incurred and will continue to incur significant transaction costs and expenses in connection with the proposed transaction, regardless of whether the merger is consummated;
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the fact that the operations of MIPS Technologies will be restricted by interim operating covenants under the merger agreement during the period between the signing of the merger agreement and the completion of the merger, which could effectively prohibit MIPS Technologies from undertaking material strategic initiatives or other material transactions without Imagination Technologies’ consent, to the detriment of MIPS Technologies and its stockholders;
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the potential negative effect of the pendency of the merger on MIPS Technologies’ business and relationships with employees, customers, providers, suppliers, regulators and the communities in which it operates, including the risk that certain key members of senior management might choose not to remain employed with MIPS Technologies prior to the completion of the merger, regardless of the completion of the merger; and
|
·
|
the merger and the recapitalization are intended to be an integrated taxable transaction for U.S. federal income tax purposes, in which case our stockholders will generally be required to pay U.S. federal income tax on any gains they realize as a result of the receipt of cash in exchange for shares of our common stock pursuant to the recapitalization and the merger.
|
·
|
reviewed a draft dated November 2, 2012 of the patent sale agreement and related license agreements, and a draft dated November 2, 2012 of the merger agreement, which provided for a recapitalization of the MIPS Technologies common stock and the distribution of certain cash generated pursuant to the patent sale agreement and related license agreements;
|
·
|
reviewed certain publicly available business and financial information concerning MIPS Technologies and the industries in which it operates;
|
·
|
compared the proposed financial terms of the merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration received for such companies;
|
·
|
compared the financial and operating performance of MIPS Technologies with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of MIPS Technologies common stock and certain publicly traded securities of such other companies;
|
·
|
reviewed certain internal financial analyses and forecasts prepared by the management of MIPS Technologies relating to its business; and
|
·
|
performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.
|
·
|
Applied Micro Circuits Corporation
|
·
|
CEVA, Inc.
|
·
|
Ikanos Communications, Inc.
|
·
|
Lattice Incorporated
|
·
|
Rambus Inc.
|
·
|
Tessera Technologies, Inc.
|
Acquiror
|
Target
|
Month and Year Announced
|
Zoran Corporation
|
Microtune, Inc.
|
September 2010
|
Microchip Technology Inc.
|
Silicon Storage Technology, Inc.
|
February 2010
|
Virage Logic Corporation
|
ARC International Corp.
|
August 2009
|
Synopsys, Inc.
|
Chipidea Microelectronica S.A.
|
May 2009
|
Integrated Device Technology, Inc.
|
Tundra Semiconductor Corp.
|
April 2009
|
ON Semiconductor Corporation
|
Catalyst Semiconductor, Inc.
|
July 2008
|
Freescale Semiconductor, Ltd.
|
SigmaTel, Inc.
|
February 2008
|
2013E | 2014E | 2015E | 2016E | 2017E | 2018E | 2019E | 2020E | |||||||||||||||||||||||||
Revenue
|
$ | 54 | $ | 48 | $ | 47 | $ | 47 | $ | 45 | $ | 40 | $ | 40 | $ | 39 | ||||||||||||||||
EBIT
|
$ | (9 | ) | $ | (6 | ) | $ | (3 | ) | $ | (1 | ) | $ | (0 | ) | $ | (3 | ) | $ | 0 | $ | 1 |
2013E | 2014E | 2015E | 2016E | 2017E | 2018E | 2019E | 2020E | |||||||||||||||||||||||||||||
Revenue
|
$ | 53 | $ | 37 | $ | 32 | $ | 27 | $ | 23 | $ | 15 | $ | 12 | $ | 8 | ||||||||||||||||||||
EBIT
|
$ | 15 | $ | 24 | $ | 19 | $ | 18 | $ | 18 | $ | 11 | $ | 7 | $ | 4 | ||||||||||||||||||||
Restructuring costs
|
$ | (35 | ) | $ | 0 | $ | 0 | $ | (3 | ) | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
EBIT post-restructuring exp.
|
$ | (20 | ) | $ | 24 | $ | 19 | $ | 15 | $ | 18 | $ | 11 | $ | 7 | $ | 4 |
2013E | 2014E | 2015E | ||||||||||||||||||||||||||||||||||
Low
|
Mid
|
High
|
Low
|
Mid
|
High
|
Low
|
Mid
|
High
|
||||||||||||||||||||||||||||
Revenue
|
$ | 60 | $ | 65 | $ | 69 | $ | 63 | $ | 68 | $ | 73 | $ | 67 | $ | 72 | $ | 77 | ||||||||||||||||||
EBIT
|
$ | (4 | ) | $ | 1 | $ | 6 | $ | (3 | ) | $ | 2 | $ | 7 | $ | (1 | ) | $ | 5 | $ | 10 |
·
|
the current offering period under the ESPP will end on January 15, 2013; and
|
·
|
the ESPP will terminate effective as of the day immediately preceding the effective time of the merger.
|
Name
|
Vested Options (#)
|
Payment for Vested Options ($)
|
Unvested Options
(#)
|
Payment for Unvested Options
($)
|
Restricted Stock Units
(#)
|
Payment for Restricted Stock Units
($)
|
Total Payment for Unvested Equity Awards
($)
|
Total Payment for Outstanding Equity Awards
($)
|
||||||||||||||||||||||||
Executive Officers
|
||||||||||||||||||||||||||||||||
Sandeep Vij | 596,668 | $ | 1,714,804 | 133,333 | $ | 331,499 | 90,338 | $ | 660,371 | $ | 991,870 | $ | 2,706,674 | |||||||||||||||||||
William Slater
|
— | — | 125,000 | $ | 340,000 | 57,710 | $ | 421,860 | $ | 761,860 | $ | 761,860 | ||||||||||||||||||||
Ravikrishna Cherukuri
|
263,611 | $ | 760,872 | 76,389 | $ | 197,528 | 32,672 | $ | 238,832 | $ | 436,360 | $ | 1,197,232 | |||||||||||||||||||
Gail Shulman
|
146,154 | $ | 586,152 | 35,555 | $ | 73,710 | 43,483 | $ | 317,861 | $ | 391,571 | $ | 977,723 | |||||||||||||||||||
Gideon Intrater
|
6,222 | $ | 15,057 | 59,778 | $ | 159,663 | 49,418 | $ | 361,246 | $ | 520,909 | $ | 535,966 | |||||||||||||||||||
Brad Holtzinger
|
73,889 | $ | 207,473 | 29,444 | $ | 58,921 | 20,145 | $ | 17,260 | $ | 206,181 | $ | 413,654 | |||||||||||||||||||
Dave Singhal
|
11,667 | $ | 28,234 | 18,333 | $ | 44,366 | 48,316 | $ | 353,190 | $ | 397,556 | $ | 425,790 | |||||||||||||||||||
Directors
|
||||||||||||||||||||||||||||||||
Kenneth L. Coleman | 60,000 | $ | 169,630 | — | $ | — | 7,543 | $ | 55,139 | $ | 55,139 | $ | 224,769 | |||||||||||||||||||
Fred M. Gibbons
|
60,000 | $ | 169,630 | — | $ | — | 7,543 | $ | 55,139 | $ | 55,139 | $ | 224,769 | |||||||||||||||||||
Robert R. Herb
|
47,500 | $ | 150,975 | — | $ | — | 7,543 | $ | 55,139 | $ | 55,139 | $ | 206,114 | |||||||||||||||||||
William M. Kelly
|
60,000 | $ | 169,630 | — | $ | — | 7,543 | $ | 55,139 | $ | 55,139 | $ | 224,769 | |||||||||||||||||||
Jeffrey S. McCreary
|
— | $ | — | — | $ | — | 15,086 | $ | 110,279 | $ | 110,279 | $ | 110,279 | |||||||||||||||||||
Kenneth H. Traub
|
— | $ | — | — | $ | — | 15,086 | $ | 110,279 | $ | 110,279 | $ | 110,279 | |||||||||||||||||||
Robin L. Washington
|
65,000 | $ | 216,800 | — | $ | — | 7,543 | $ | 55,139 | $ | 55,139 | $ | 271,939 | |||||||||||||||||||
Frederick Weber
|
— | $ | — | — | $ | — | 7,543 | $ | 55,139 | $ | 55,139 | $ | 55,139 |
Name
|
Cash
(1)
|
Equity
(2)
|
Pension/
NQDC (3)
|
Total
|
||||||||||||
Sandeep Vij
|
$ | 1,020,000 | $ | 2,706,674 | $ | — | $ | 3,726,674 | ||||||||
William Slater
|
$ | 675,000 | $ | 761,860 | $ | — | $ | 1,436,860 | ||||||||
Ravikrishna Cherukuri
|
$ | 620,000 | $ | 1,197,232 | $ | — | $ | 1,817,232 | ||||||||
Gail Shulman
|
$ | 650,000 | $ | 977,723 | $ | — | $ | 1,627,723 | ||||||||
Gideon Intrater
|
$ | 560,000 | $ | 535,966 | $ | 28,789 | $ | 1,124,755 |
(1)
|
Cash.
Potential severance payments to be made under the respective change in control agreements. These arrangements are “double-trigger” because amounts are payable upon a Qualifying Termination occurring within 24 months following a change of control. Such amounts would be payable in a lump sum by Imagination Technologies. Amounts also include the following transaction-related bonus amounts: $150,000 for Sandeep Vij, $100,000 for Gail Shulman and $75,000 for William Slater, which arrangements are “single-trigger” because amounts are payable in connection with the merger, to be paid in a lump sum by MIPS Technologies prior to the closing of the merger.
|
(2)
|
Equity
. Represents the aggregate payments to be made in respect of equity incentive awards held by our named executive officers in connection with the merger, patent sale and recapitalization described in this proxy, as described in greater detail under “Treatment of Stock Option and Restricted Stock Units.” These arrangements are “single-trigger” because the amounts do not require a termination of employment and are payable upon or in connection with the consummation of the merger or other transactions described in this proxy. These amounts include values with respect to the outstanding equity incentive awards that would become vested in connection with the consummation of the merger, patent sale and recapitalization:
|
Name
|
Stock Options
|
Restricted Stock Units
|
Total
|
|||||||||
Sandeep Vij
|
$ | 2,046,303 | $ | 660,371 | $ | 2,706,674 | ||||||
William Slater
|
$ | 340,000 | $ | 421,860 | $ | 761,860 | ||||||
Ravikrishna Cherukuri
|
$ | 958,400 | $ | 238,832 | $ | 1,197,232 | ||||||
Gail Shulman
|
$ | 659,862 | $ | 317,861 | $ | 977,723 | ||||||
Gideon Intrater
|
$ | 174,720 | $ | 361,246 | $ | 535,966 |
·
|
shares owned by MIPS Technologies as treasury stock or by any of MIPS Technologies’ subsidiaries, which shares will be cancelled without consideration;
|
·
|
shares owned by a wholly owned subsidiary of MIPS Technologies, Imagination Technologies, Acquisition Sub or any of their subsidiaries, which shares will be cancelled without consideration; and
|
·
|
shares owned by stockholders who did not vote in favor of the merger and who are entitled to demand, and have properly demanded, appraisal of such shares pursuant to, and who have complied in all respects with, the provisions of Section 262 of the DGCL as described in further detail under “Dissenters’ Rights of Appraisal” beginning on page 160 of this proxy statement.
|
·
|
the current offering period under the ESPP will end on January 15, 2013; and
|
·
|
the ESPP will terminate effective as of the day immediately preceding the closing date of the merger.
|
·
|
its and its subsidiaries’ corporate organization, good standing and qualification;
|
·
|
its capitalization;
|
·
|
its corporate power and authority to enter into the merger agreement and to consummate the transactions contemplated by the merger agreement;
|
·
|
the absence of conflicts with law, MIPS Technologies’ organizational documents and certain contracts to which MIPS Technologies is a party;
|
·
|
required regulatory filings, consents and approvals of governmental entities;
|
·
|
documents filed with or furnished to the SEC and the accuracy of the information contained in those documents, including with respect to MIPS Technologies’ financial statements and internal controls;
|
·
|
the absence of certain undisclosed liabilities;
|
·
|
the absence of certain changes;
|
·
|
employee benefit and labor matters;
|
·
|
the absence of certain legal proceedings;
|
·
|
compliance with laws and compliance with, and adequacy of, governmental licenses and permits;
|
·
|
compliance with regulatory laws, such as the Foreign Corrupt Practices Act of 1977, as amended, and U.S. export control laws;
|
·
|
tax matters;
|
·
|
intellectual property matters, including with respect to the patent sale;
|
·
|
real property matters;
|
·
|
the accuracy of the information supplied by MIPS Technologies for inclusion in this proxy statement;
|
·
|
the inapplicability of takeover statutes with respect to the merger;
|
·
|
material contracts (including the enforceability thereof and compliance therewith);
|
·
|
the stockholder vote required to adopt the merger agreement;
|
·
|
insurance matters;
|
·
|
the absence of brokers’ and finders’ fees except as otherwise disclosed;
|
·
|
the fairness opinion delivered by J.P. Morgan Securities LLC;
|
·
|
environmental matters;
|
·
|
the representations and warranties contained in the patent sale agreement and related license agreements; and
|
·
|
its corporate power and authority to consummate the recapitalization.
|
·
|
Any change, event, effect, occurrence, state of facts or development (whether or not constituting a breach of a representation, warranty or covenant set forth in the merger agreement) that, individually or in the aggregate, (a) has had or is reasonably likely to have a material adverse effect on the business, properties, results of operations, assets, liabilities or financial condition of MIPS Technologies and its subsidiaries, taken as a whole, or (b) prevents or materially impairs or materially delays the ability of MIPS Technologies to perform its obligations under the merger agreement or consummate the merger.
|
·
|
A Company Material Adverse Effect shall not include for purposes of clause (a) above any changes, events, effects, occurrences, state of facts or developments relating to or attributable to:
|
·
|
changes in general economic or political conditions, or in the financial, credit or securities markets in general in any country or region in which MIPS Technologies or any of its subsidiaries conducts business (except to the extent MIPS Technologies and its subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other industry participants in the affected geography, in which case, the disproportionate impact or impacts may be taken into account in determining whether there has been or is reasonably likely to be a Company Material Adverse Effect);
|
·
|
events, circumstances, changes or effects that affect the industries in which MIPS Technologies and its subsidiaries operate (except to the extent MIPS Technologies and its subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other industry participants, in which case, the disproportionate impact or impacts may be taken into account in determining whether there has been or is reasonably likely to be a Company Material Adverse Effect);
|
·
|
the announcement of the execution of or performance of the merger agreement or the transactions contemplated thereby, including compliance with the covenants set forth therein and any action taken or omitted to be taken by MIPS Technologies at the request of or with the consent of Imagination Technologies or Acquisition Sub;
|
·
|
any natural disasters or acts of war, terrorism or armed hostilities, or any escalation or worsening thereof (except to the extent MIPS Technologies and its subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other industry participants, in which case, the disproportionate impact or impacts may be taken into account in determining whether there has been or is reasonably likely to be a Company Material Adverse Effect);
|
·
|
any changes in laws applicable to MIPS Technologies or any of its subsidiaries or any of their respective properties or assets or changes in generally accepted accounting principles or rules and policies of the Public Company Accounting Oversight Board (except to the extent MIPS Technologies and its subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other industry participants, in which case, the disproportionate impact or impacts may be taken into account in determining whether there has been or is reasonably likely to be a Company Material Adverse Effect);
|
·
|
the suspension of trading in the common stock of MIPS Technologies on NASDAQ, changes in the price or trading volume of the common stock of MIPS Technologies or any failure to meet internal or published projections, estimates, forecasts or revenue or earnings predictions for any period (but the underlying cause of such changes or failure may be taken into consideration in determining whether a Company Material Adverse Effect has occurred unless otherwise excepted from this definition);
|
·
|
any loss of, or adverse change in, the relationship of MIPS Technologies or any of MIPS Technologies’ subsidiaries, contractual or otherwise, with its customers, licensees, licensors, suppliers, vendors or employees solely and directly arising out of the announcement or pendency of the merger agreement and the transactions contemplated thereby; or
|
·
|
any action taken (or failure to take action) by MIPS Technologies, in accordance with the merger agreement and the transactions contemplated therein (other than operation in the ordinary course of business) or which Imagination Technologies or Acquisition Sub has requested or consented to.
|
·
|
their corporate organization and good standing;
|
·
|
their corporate power and authority to enter into the merger agreement and to consummate the transactions contemplated by the merger agreement;
|
·
|
the absence of conflicts with law, their organizational documents and contracts to which they are a party;
|
·
|
required regulatory filings, consents and approvals of governmental entities;
|
·
|
the ownership and operation of Acquisition Sub;
|
·
|
the accuracy of the information supplied by Imagination Technologies for inclusion in this proxy statement;
|
·
|
the availability of funds necessary to pay the aggregate merger consideration;
|
·
|
their ownership of our common stock;
|
·
|
access to MIPS Technologies’ information and non-reliance on MIPS Technologies’ projections, estimates or budgets or other information supplied to Imagination Technologies and Acquisition Sub;
|
·
|
the absence of certain legal proceedings;
|
·
|
the absence of actions concerning MIPS Technologies’ employees after the closing of the merger that would requires notice under the WARN Act;
|
·
|
no vote of Imagination Technologies’ stockholders required to approve the merger agreement;
|
·
|
Imagination Technologies’ review of the patent sale agreement, assigned patent license agreement and retained patent license agreement and acknowledgement that MIPS Technologies is subject to the agreements and obligations under such agreements;
|
·
|
the absence of certain agreements with MIPS Technologies’ management or board of directors or affiliates; and
|
·
|
brokers’ and finders’ fees.
|
·
|
conduct their respective businesses in the ordinary course of business and in a manner which is consistent, in all material respects, with past practice; and
|
·
|
use its commercially reasonable best efforts to preserve substantially intact its present business organization and maintain existing relations with governmental authorities, top customers, suppliers, distributors, licensees, licensors, creditors, landlords, employees and other person with whom MIPS Technologies maintains a material business relationship.
|
·
|
amend their charter documents (except to effect the recapitalization or as it may relate to notice of stockholder meetings, stockholder proposals and nominations for election to the board of directors of MIPS Technologies);
|
·
|
issue, sell, pledge, dispose, encumber, grant, confer or award any shares of its or its subsidiaries’ capital stock, or any options, warrants, restricted stock units, convertible securities or other rights of any kind to acquire any shares of its or its subsidiaries’ capital stock or take any action not otherwise contemplated by the merger agreement to cause to be exercisable any otherwise unexercisable option under any existing stock plan, except for (A) transactions among MIPS Technologies and its wholly owned subsidiaries or among the MIPS Technologies’ wholly owned subsidiaries (including any actions taken in connection with the patent sale and recapitalization as determined by the board of directors), (B) issuance of shares upon the vesting of any restricted stock unit or stock option outstanding as of the date of the merger agreement or granted after the date of the merger agreement, (C) shares pursuant to MIPS Technologies’ ESPP, employment agreements and benefits plans in effect as of the date of the merger agreement, (D) grants and awards in accordance with MIPS Technologies’ customary schedule in the ordinary course of business, (E) customary grants and awards to newly hired employees or with respect to promotions or MIPS Technologies’ equity compensation review process in the ordinary course of business and (F) in the ordinary course of business, grants and awards as may be required under agreements executed prior to the date of the merger agreement;
|
·
|
except as necessary to effect the recapitalization, (i) declare, authorize, make or pay any dividend or other distribution in respect of the capital stock of MIPS Technologies or any of its subsidiaries, other than dividends paid by a MIPS Technologies subsidiary to MIPS Technologies or any wholly owned subsidiary of MIPS Technology or (ii) split, combine or reclassify any capital stock or other equity of MIPS Technologies, or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution of shares of capital stock of MIPS Technologies;
|
·
|
(A) materially increase the compensation or benefits payable to officers, directors or employees, (B) grant any severance or termination pay to any employee, director or executive officer, (C) enter into any employment agreement with any employee or executive officer (except (i) to the extent necessary to replace a departing employee, (ii) for employment agreements terminable on less than thirty (30) days’ notice without penalty, and (iii) for extension of employment agreements in the ordinary course of business consistent with past practice), or (D) establish, adopt, enter into or amend any collective bargaining agreement except as may be required by law, except, in each case, other than as required by law or the terms of any existing Company benefit plan or existing written agreement in effect as of November 5, 2012, or written agreements for newly hired employees entered into in the ordinary course of business;
|
·
|
acquire stock, assets, properties, interests or businesses, or make any investment in any corporation, partnership, limited liability company, other business organization or any division or any material amount of assets thereof, or a material license therefor except (A) in the ordinary course of business, consistent with past practice, (B) not in the ordinary course of business, but that do not exceed $100,000 in any in transaction or related series of transactions, (C) intercompany transactions and (D) assets purchased in the ordinary course of business consistent with past practice or pursuant to existing contracts to which MIPS Technologies or any of its subsidiaries is a party;
|
·
|
enter into, amend or terminate any lease or sublease of real property or fail to exercise any right to renew any lease or sublease or real property, except in the ordinary course of business consistent with past practice;
|
·
|
sell or grant a license in, subject to any encumbrance or dispose of any material properties or assets, including certain intellectual property rights, other than the granting of nonexclusive licenses in the ordinary course of business consistent with past practice, provided that any such nonexclusive license does not have a value in excess of $10,000,000 in the aggregate;
|
·
|
grant any sublicense rights to any customer of MIPS Technologies with respect to any MIPS Technologies product or services, except for any license agreements entered into for a license fee of less than $10,000;
|
·
|
make any loans or advances or incur any long-term indebtedness for borrowed money or guarantee any such indebtedness for any person (other than a Company subsidiary) except for indebtedness (A) incurred under MIPS Technologies’ existing credit facilities or to replace, renew, extend, refinance or refund any existing indebtedness, (B) borrowed money incurred pursuant to agreements in effect prior to the execution of the merger agreement, (C) incurred under letters of credit in the ordinary course of business, or (D) as otherwise required in the ordinary course of business consistent with past practice;
|
·
|
(A) modify, amend or terminate any material contract or waive, release or assign any rights or claims thereunder (which modification, amendment, termination or rights or claims waived, released or assigned have a value in excess of $10,000) or (B) enter into any agreement that would be considered a material contract, except, in each case, in the ordinary course of business;
|
·
|
modify, change, amend or grant any waivers of non-conformance to customers of MIPS Technologies under any agreement;
|
·
|
restructure, reorganize or completely or partially liquidate MIPS Technologies or any of its subsidiaries or otherwise enter into any contracts imposing material changes or material restrictions on any assets, operations or businesses of MIPS Technologies and its subsidiaries;
|
·
|
make any material change to MIPS Technologies’ accounting methods in effect at June 30, 2012, except as required by GAAP (or any interpretation thereof), Regulation S-X promulgated under the securities and exchange act of 1934 or governmental or quasi-governmental authorities, to permit the audit of MIPS Technologies’ financial statements in compliance with GAAP, as required by a change in applicable law or as disclosed in our filings with the SEC;
|
·
|
make or change any material tax election, adopt or change any material method of tax accounting, settle or compromise any material income tax liability, file any materially amended tax return, enter into any closing arrangement with respect to taxes, consent to any extension or waiver of any limitation period with respect to taxes, prepare any tax returns in a manner that is not consistent in all material respects with the past practice of MIPS Technologies and its subsidiaries or take any other similar action relating the filing of any tax return or the payment of any tax;
|
·
|
(A) pay, discharge, settle or satisfy any claims or legal proceedings with a settlement value in excess of $350,000, (B) waive, release, grant or transfer any right of material value other than in the ordinary course of business consistent with past practice or (C) commence any legal action or proceeding where the amount claimed is in excess of $50,000;
|
·
|
waive or release any right of material value to MIPS Technologies prior to the effective time of the merger with respect to the patent sale agreement, any alternative patent sale agreement, the retained patent license agreement or the assigned patent license agreement;
|
·
|
materially delay the payment of any accounts payable by MIPS Technologies or materially accelerate the payment of any accounts receivable to MIPS Technologies, other than in the ordinary course of business;
|
·
|
except upon prior written notice to Imagination Technologies, create or incur (A) any lien on any intellectual property rights of MIPS Technologies owned or exclusively licensed or that is material and non-exclusively licensed by MIPS Technologies or any of its subsidiaries or (B) any lien on any other assets of MIPS Technologies or any of its subsidiaries, which assets have a value in excess of $1,000,000 in each case;
|
·
|
permit any material intellectual property rights of MIPS Technologies to lapse or extinguish for failure to act, other than in the ordinary course of business;
|
·
|
except upon reasonable prior written notice to Imagination Technologies, file any patent application relating to any MIPS Technologies owned intellectual property which will not be exclusively retained by MIPS Technologies, without license rights to any third party;
|
·
|
take any action (or omit to take any action) if such action (or omission) would, or would be reasonably likely to result in (A) any representation or warranty of MIPS Technologies in the merger agreement that is qualified as to materiality becoming untrue or (B) any such representation or warranty that is not so qualified becoming untrue in any material respect; or
|
·
|
enter into any agreement to do any of the foregoing.
|
·
|
initiate, solicit, seek or knowingly encourage or facilitate any inquiries, offers, discussions or requests that constitute or could reasonably be expected to lead to a “competing proposal” (as defined below under the heading “The Merger Agreement — Adverse Recommendation Change/Termination in Connection with a Superior Proposal” beginning on page 107 of this proxy statement);
|
·
|
engage in, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information relating to MIPS Technologies or any of its subsidiaries to, any person that, to the knowledge of MIPS Technologies, is seeking to make or has made a competing proposal; or
|
·
|
approve, endorse, recommend or enter into any agreement with respect to a competing proposal.
|
·
|
furnish pursuant to a confidentiality agreement permitted by the merger agreement non-public information with respect to MIPS Technologies and its subsidiaries to the party making the competing proposal; and
|
·
|
engage in negotiations and discussions with the party making the competing proposal with respect to such competing proposal.
|
·
|
satisfy the conditions to the closing of the merger and consummate the transactions contemplated by the merger agreement;
|
·
|
obtain all necessary consents, approvals and actions or non-actions by any governmental authority or third party necessary in connection with the consummation of the transactions contemplated by the merger agreement;
|
·
|
make all necessary registrations and filings and take all reasonable steps as may be necessary to obtain an approval from, or to avoid an action or proceeding by, any governmental authority or other persons necessary in connection with the consummation of the transactions contemplated by the merger agreement;
|
·
|
defend any lawsuits or other legal proceedings challenging the merger agreement or the consummation of the transactions performed or consummated by such party in accordance with the merger agreement; and
|
·
|
execute and deliver any additional instruments necessary to consummate the merger and any other transactions to be performed or consummated by such party in accordance with the merger agreement and to carry out fully the purposes of the merger agreement.
|
·
|
press releases and other public announcements relating to the merger and the transactions contemplated by the merger agreement;
|
·
|
Imagination Technologies’ reasonable access during normal business hours to our offices, properties, books, agreements and records and other information between the date of the merger agreement and the closing of the merger, to the extent permitted by MIPS Technologies’ contracts and applicable law and only to the extent such access does not unreasonably interfere with the business or operations of MIPS Technologies and its subsidiaries, and provided that MIPS Technologies is not required to provide access to information or documents that in its reasonable judgment would breach any third party agreements, waive the attorney-client privilege or other privilege held by MIPS Technologies or otherwise violate any applicable laws including data privacy laws;
|
·
|
Imagination Technologies’ obligation to keep information we provide to Imagination Technologies confidential;
|
·
|
the notification of certain developments;
|
·
|
MIPS Technologies’ obligation to perform or comply in all material respect with all material agreements and covenants required by the patent sale agreement to be performed or complied with by it on or prior to the consummation of the patent sale (but with no liability to Imagination Technologies under this covenant if such non-performance or non-compliance by MIPS Technologies is waived by Bridge Crossing, LLC);
|
·
|
MIPS Technologies’ obligation to pay its transaction costs for the patent sale prior to the closing of the merger;
|
·
|
MIPS Technologies’ obligation to pay J.P. Morgan for the delivery of its fairness opinion prior to the closing of the merger;
|
·
|
resignation of each director of MIPS Technologies and its subsidiaries prior to closing of the merger; and
|
·
|
a recapitalization of MIPS Technologies by amendment to its certificate of incorporation in which each share of MIPS Technologies’ common stock issued and outstanding immediately prior to the recapitalization will be converted into 0.1479 shares of MIPS Technologies’ common stock and what is currently estimated to be approximately $6.23 in cash, without interest and less any applicable withholding taxes. See “Proposal No. 2— Approval and Adoption of the Certificate of Amendment to MIPS’ Amended and Restated Certificate of Incorporation.”
|
·
|
the merger agreement and the recapitalization must have been adopted by the affirmative vote of the holders of a majority of the outstanding shares of our common stock;
|
·
|
no
governmental authority shall have enacted, issued, promulgated, enforced or entered any law or order which enjoins, limits, restricts, restrains, or otherwise prohibits the consummation of the merger;
|
·
|
the parties must have received the written approval of the Committee on Foreign Investment in the United States (CFIUS), approving the merger and other transactions contemplated by the merger agreement;
|
·
|
the recapitalization must have been consummated; and
|
·
|
the patent sale must have been consummated.
|
·
|
each of the representations and warranties made by MIPS Technologies set forth in the merger agreement, disregarding all qualifications contained therein relating to materiality or “Company Material Adverse Effect” (as defined in the merger agreement, as described in “The Merger Agreement — Representations and Warranties” beginning on page 98 of this proxy statement), must be true as if made at and as of the signing of the merger agreement and the effective time of the merger (except to the extent made as of a specific date), with such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect as of the effective time of the merger as though made as of the effective time of the merger;
|
·
|
MIPS Technologies must have performed or complied in all material respects with all agreements and covenants required by the merger agreement to be performed or complied with by it on or prior to the effective time of the merger;
|
·
|
MIPS Technologies must have available an amount of cash greater than or equal to $99,700,000, or the “holdback amount”;
|
·
|
MIPS Technologies must deliver to Imagination Technologies at closing a certificate with respect to the satisfaction of the foregoing conditions relating to its representations, warranties and covenants, and the availability of cash greater than or equal to the holdback amount;
|
·
|
there shall be no pending law, order, suit, action or proceeding by any governmental authority enjoining, limiting, restricting, restraining, or otherwise prohibiting the consummation of the closing of the merger or to the extent directly or indirectly connected with the patent sale, seeking to establish or prohibit the consummation of the closing of the merger;
|
·
|
no Company Material Adverse Effect must have occurred since the date of the merger agreement and be continuing;
|
·
|
MIPS Technologies must deliver to Imagination Technologies a certificate that MIPS has not been a United States real property holding corporation;
|
·
|
appraisal rights must not have been exercised with respect to more than fifteen percent (15%) of all the issued and outstanding shares of our common stock;
|
·
|
MIPS Technologies must have obtained and fully paid the premium for a non-cancellable extension of its directors’ and officers’ liability coverage under MIPS Technologies’ existing directors’ and officers’ insurance policies and fiduciary liability insurance policies for a claims reporting or discovery period of at least six (6) years from and after the effective time of the merger from an insurance carrier with the same or better credit rating as MIPS Technologies’ current insurance carrier with terms, conditions, retentions and limits of liability no less favorable than those currently provided and disclosed to Imagination Technologies;
|
·
|
MIPS Technologies must have paid its transaction costs related to the Patent Sale;
|
·
|
MIPS Technologies must have paid J.P. Morgan for its delivery of a fairness opinion to MIPS Technologies; and
|
·
|
MIPS Technologies must deliver to Imagination Technologies at closing a certificate that no claims for indemnification under the Patent Sale Agreement have been made by Bridge Crossing, LLC.
|
·
|
the representations and warranties made by Imagination Technologies and Acquisition Sub set forth in the merger agreement, disregarding all qualifications contained therein relating to materiality or “Parent Material Adverse Effect” (as defined in the merger agreement, as described in “The Merger Agreement — Representations and Warranties” beginning on page 98 of this proxy statement), must be true as if made at and as of the signing of the merger agreement and the effective time of the merger (except to the extent made as of a specific date), with such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect as of the effective time of the merger as though made as of the effective time of the merger;
|
·
|
Imagination Technologies and Acquisition Sub must have performed in all material respects all of their obligations under the merger agreement required to be performed by them prior to the effective time of the merger; and
|
·
|
Imagination Technologies must deliver to MIPS Technologies at closing a certificate with respect to the satisfaction of the foregoing conditions relating to its and Acquisition Sub’s representations, warranties and covenants.
|
·
|
by mutual written consent of MIPS Technologies and Imagination Technologies;
|
·
|
by either MIPS Technologies or Imagination Technologies if:
|
·
|
the merger is not consummated on or before April 5, 2013, which we refer to as the termination date, provided that this right to terminate is not available to any party if the failure of such party to perform any of its obligations under the merger agreement, the failure to act in good faith or the failure to use its reasonable best efforts to consummate the merger and the other transactions contemplated by the merger agreement has been a principal cause of or resulted in the failure of the merger to be consummated on or before the termination date;
|
·
|
there is a law that prohibits the consummation of the merger on the terms contemplated by the merger agreement, or any governmental authority of competent jurisdiction issues any order or takes any other action (which order or action has become final and non-appealable) that permanently restrains, enjoins or otherwise prohibits the transactions contemplated by the merger agreement, but the party seeking termination for this reason must have used its reasonable best efforts to remove such order or action, and provided that this right to terminate is not available to any party if the issuance of such final, non-appealable order was primarily due to the failure of such party (including Acquisition Sub in the case of Imagination Technologies) to perform any of its obligations under the merger agreement; or
|
·
|
the MIPS Technologies stockholders do not adopt the merger agreement and certificate of amendment at the annual meeting or any adjournment or postponement thereof;
|
·
|
by MIPS Technologies, if:
|
·
|
Imagination Technologies or Acquisition Sub have breached or failed to perform in any material respect any of their representations, warranties, covenants or agreements under the merger agreement, which breach or failure to perform (a) would result in a failure of the closing conditions for the benefit of MIPS Technologies relating to Imagination Technologies’ and Acquisition Sub’s representations, warranties and covenants and (b) cannot be cured by the termination date, or if curable, is not cured by Imagination Technologies within thirty (30) days of receipt by Imagination Technologies of written notice from MIPS Technologies of such breach or failure, provided that this right to terminate will not be available to MIPS Technologies if it is in material breach of any of its obligations under the merger agreement;
|
·
|
prior to receipt of MIPS Technologies’ stockholders’ approval of the merger agreement and the certificate of amendment, MIPS Technologies’ board of directors has determined to enter into a definitive agreement with respect to a superior proposal by process permitted under the merger agreement and MIPS Technologies pays a termination fee of $2,750,000 and Imagination Technologies’ reasonable and documented out-of-pocket fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby (such fees and expenses to not exceed $2,000,000) to Imagination Technologies concurrently with such termination; or
|
·
|
all conditions to Imagination Technologies’ and Acquisition Sub’s obligation to close have been satisfied, and Imagination Technologies and Acquisition Sub fail to consummate the merger within three (3) business days following the date the closing of the merger should have occurred.
|
·
|
by Imagination Technologies, if:
|
·
|
MIPS Technologies has breached or failed to perform in any material respect any of its representations, warranties, covenants or agreements under the merger agreement, which breach or failure to perform (a) would result in a failure of the closing conditions for the benefit of Imagination Technologies relating to MIPS Technologies’ representations, warranties and covenants and (b) cannot be cured by the termination date, or if curable, is not cured by MIPS Technologies within thirty (30) days of receipt by MIPS Technologies of written notice from Imagination Technologies of such breach, provided that this right to terminate will not be available to Imagination Technologies if it is in material breach of any of its obligations under the merger agreement;
|
·
|
MIPS Technologies materially amends, changes, modifies or waives the terms, conditions and obligations of the patent sale agreement, the assigned patent license agreement or the retained patent license agreement in a way that would reasonably be expected to have a material adverse effect on the surviving corporation and does so without the express prior written consent of Imagination Technologies;
|
·
|
there is any effect, change, event or occurrence that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; or
|
·
|
MIPS Technologies’ board of directors effects an adverse recommendation change, approves or recommends a competing proposal or MIPS Technologies enters into an alternative acquisition agreement or fails to include its recommendation that our stockholders adopt the merger agreement and approve the transactions contemplated thereby in this proxy statement.
|
·
|
Each of the following occur:
|
·
|
MIPS Technologies or Imagination Technologies terminates the merger agreement because the merger has not been consummated by the termination date or the MIPS Technologies stockholders do not adopt the merger agreement at the annual meeting or any adjournment or postponement thereof, or Imagination Technologies terminates the merger agreement because (A) MIPS Technologies has breached or failed to perform in any material respect any of its representations, warranties, covenants or agreements set forth in the merger agreement, which breach or failure to perform (i) would result in a failure of Imagination Technologies’ closing conditions with respect to MIPS Technologies’ representations, warranties and covenants or MIPS Technologies’ having available an amount of cash greater than or equal to the holdback amount and (ii) cannot be cured on or before the termination date, or if curable, is not cured within thirty (30) days following receipt by MIPS Technologies of written notice of such breach or failure, (B) our board of directors has made an adverse recommendation change or (C) our board of directors fails to recommend that our stockholders approve the merger and recapitalization in this proxy statement;
and
|
·
|
MIPS Technologies receives or has received a competing proposal from a third party after the signing of the merger agreement that becomes publicly known;
and
|
·
|
within twelve (12) months of the termination of the merger agreement, MIPS Technologies enters into, agrees to or consummates a transaction regarding such competing proposal or any competing proposal, provided that, for these purposes, references to “20% or more” in the definition of “competing proposal” are deemed references to “50% or more;” or
|
·
|
Imagination Technologies terminates the merger agreement because our board of directors approves or recommends a competing proposal or MIPS Technologies enters into an alternative acquisition agreement; or
|
·
|
MIPS Technologies terminates the merger agreement because MIPS Technologies’ board of directors has determined to enter into a definitive agreement with respect to a superior proposal.
|
·
|
extend the time for the performance of any of the obligations or other acts of the other parties;
|
·
|
waive any inaccuracies in the representations and warranties of the other parties contained in the merger agreement or in any document delivered pursuant to the merger agreement; or
|
·
|
waive compliance with any of the agreements or conditions contained in the merger agreement, provided that no such waiver is permitted after stockholder approval of the merger that requires further approval by our stockholders without that further approval.
|
Class
|
Expiration of Term
|
Board Members
|
Class I
|
2014 annual meeting
|
Robert R. Herb
Robin L. Washington
Frederick Weber
|
Class II
|
2012 annual meeting
|
Fred M. Gibbons
Jeffrey S. McCreary
Sandeep Vij
|
Class III
|
2013 annual meeting
|
Kenneth L. Coleman
William M. Kelly
Kenneth H. Traub
|
Name
|
Principal Occupation and Business Experience
|
Fred M. Gibbons
Age: 63
Board Member since July 1998
|
Consulting Professor, Stanford University. Since 2006, Mr. Gibbons has been a Consulting Professor in the Electrical Engineering department at Stanford University. In 1995, Mr. Gibbons founded Venture-Concept, an investment firm based in California, and was a Partner until 2006. From 1995 through 1999, Mr. Gibbons was a lecturer at the Stanford University Graduate School of Electrical Engineering. In 1980, Mr. Gibbons founded Software Publishing Corporation based in San Jose, California, a company engaged in the development of software systems for personal computer applications, and was its Chief Executive Officer through 1994. Mr. Gibbons joined MIPS Technologies’ board of directors in July 1998.
Mr. Gibbons brings to the board of directors an engineering background as well as skill in the development of information technology businesses. He has valuable experience gained from service in the academic, corporate and venture capital arenas.
|
Jeffrey S. McCreary
Age: 55
Board Member since December 2011
|
Mr. McCreary has been an independent management consultant since 2006 and has served as a board member of the Isola Group, a provider of materials used to manufacture printed circuit boards, since 2006 and IDT Semiconductor, a manufacturer of low-power, high-performance mixed-signal semiconductors since June 2012. Mr. McCreary also served as a board member of the Gennum Corporation, a provider of semiconductor solutions and intellectual property cores from 2008 to April 2012. Mr. McCreary is a former Senior Vice President at Texas Instruments, which develops analog, digital signal processing RF and DLP semiconductor technologies. Mr. McCreary was the Manager of Texas Instruments’ Worldwide Sales and Marketing, from 1998 through 2005, where he directed the global sales organization and was responsible for $12 billion dollars in revenue. Mr. McCreary held a variety of other executive positions within Texas Instruments, including the General Manager of Advanced Logic Products and General Manager of Worldwide Military Semiconductors. Mr. McCreary has led organizations conducting product design and development, manufacturing, marketing, and sales. His book, “Creating the I in Team” was published in 2007. He is also currently working as a special consultant to the National Hockey League (NHL) Coaches Association. Additionally, Mr. McCreary is a long-time member of the board of trustees of the Rose-Hulman Institute of Technology. Mr. McCreary holds a bachelor's degree in electrical engineering from the Rose-Hulman Institute of Technology and received an honorary doctorate in engineering from the Rose-Hulman Institute of Technology in 2004. Mr. McCreary joined MIPS Technologies’ board of directors in December 2011.
Mr. McCreary's technology expertise, together with his experience as an executive and director of technology companies, including Texas Instruments, well qualifies him to serve on the board of directors.
|
Kenneth H. Traub
Age: 51
Board Member since December 2011
|
President and Chief Executive Officer of Ethos Management, a private investment and consulting firm since January 2009. From April 1999 until its acquisition by JDS Uniphase Corp. (“JDSU”) in February 2008, Mr. Traub served as President, Chief Executive Officer and a member of the board of directors of American Bank Note Holographics, Inc. (“ABNH”), a publicly traded, global leader in product and document security. Mr. Traub managed an extensive turnaround of ABNH, and under his leadership, ABNH’s stockholders enjoyed a gain of over 1000% from 2001 to 2008. Following the acquisition of ABNH, Mr. Traub served as Vice President of JDSU through September 2008. Prior to ABNH, Mr. Traub was a founder, Executive Vice President and Chief Financial Officer of Voxware, Inc., a publicly traded supplier of voice processing software, and Vice President of Finance of Trans-Resources, Inc., a privately held multi-national holding company. Mr. Traub currently serves as Chairman of the board of directors of MRV Communications, Inc., a leading provider of optical communications network infrastructure equipment and services. Mr. Traub also currently serves on the board of directors of iPass, Inc., a global provider of mobility software and services, DSP Group, Inc., a leading global provider of wireless chipset solutions for converged communications, and Athersys, Inc., a biotechnology company engaged in the discovery and development of therapeutic product candidates designed to extend and enhance the quality of human life. In addition, Mr. Traub is currently Chairman of the board of directors of Omnego, Inc., a privately held software company which supplies a platform for digital cards, tickets and coupons for mobile devices. Mr. Traub served on the board of directors of Phoenix Technologies, Inc. from December 2009 until its sale in December 2010 and also served as Chairman of the board of directors of the New Jersey chapter of the Young Presidents Organization in 2010 and 2011. Mr. Traub received a Masters in Business Administration from Harvard Business School and a B.A. from Emory University. Mr. Traub joined
MIPS Technologies’ board of directors
in December 2011.
|
|
•
|
Related party transactions
|
|
•
|
Outside employment
|
|
•
|
Personal benefit from MIPS’ business
|
|
•
|
Outside board memberships
|
Name
|
Fees Earned or
Paid in Cash ($)
|
Stock Awards ($)
(1)
|
Option Awards
($)
|
Total ($)
|
||||||||||||
Kenneth L. Coleman
|
$
|
154,000
|
$
|
35,000
|
$
|
—(2)
|
|
$
|
189,000
|
|||||||
Fred M. Gibbons
|
$
|
61,000
|
$
|
35,000
|
$
|
—(3)
|
|
$
|
96,000
|
|||||||
Robert R. Herb
|
$
|
66,500
|
$
|
35,000
|
$
|
—(4)
|
|
$
|
101,500
|
|||||||
William M. Kelly
|
$
|
75,000
|
$
|
35,000
|
$
|
—(5)
|
|
$
|
110,000
|
|||||||
Jeffrey S. McCreary
|
$
|
27,698
|
$
|
69,999
|
$
|
—(6)
|
|
$
|
97,697
|
|||||||
Kenneth Traub
|
$
|
26,698
|
$
|
69,999
|
$
|
—(7)
|
|
$
|
96,697
|
|||||||
Robin Washington
|
$
|
53,000
|
$
|
35,000
|
$
|
—(8)
|
|
$
|
88,000
|
|||||||
Frederick Weber
|
$
|
64,000
|
$
|
35,000
|
$
|
—(9)
|
|
$
|
99,000
|
2012
|
2011
|
|||||||
Audit fees (1):
|
||||||||
Audit fees
|
$
|
858,583
|
$
|
801,880
|
||||
Total audit fees
|
$
|
858,583
|
$
|
801,880
|
||||
Audit-related fees
|
$
|
—
|
$
|
—
|
||||
Tax fees (2)
|
$
|
23,080
|
$
|
92,117
|
||||
All other fees (3)
|
$
|
2,000
|
$
|
101,008
|
||||
Total fees
|
$
|
883,663
|
$
|
995,005
|
(1)
|
Audit fees includes fees associated with the annual audit of our consolidated financial statements, the audit of internal controls over financial reporting, the reviews of our quarterly reports on Form 10-Q and services normally provided by the independent registered public accounting firm in connection with regulatory filings. It also includes fees associated with accounting consultations on matters that arose during, or as a result of, the audit or reviews of financial statements and statutory audits.
|
|
|
(2)
|
Tax fees represent assistance in the preparation and review of tax returns, assistance in compliance with tax rules and regulations, and tax advice.
|
(3)
|
Other fees represent audit fees for customer contract compliance audits and fees for a subscription to an online accounting research tool.
|
·
|
The Compensation and Nominating Committee has established a thorough process for the review and approval of compensation program designs, practices and amounts awarded to our executive officers. Members of the Compensation and Nominating Committee are independent directors.
|
·
|
The Compensation and Nominating Committee engages and receives advice from an independent, third-party compensation consultant, and selects a peer group of companies, taking into account the compensation consultant’s recommendations, to compare to our executive officers’ compensation.
|
·
|
Our compensation program includes a balanced mix of salary, performance-based bonuses and long-term equity incentive compensation.
|
·
|
Our Performance-Based Bonus Plan for Executives and the Special Bonus Plan for the Vice President of Worldwide Sales are designed to reward our executive officers based on our overall financial performance during a fiscal year, and the individual performance of each executive officer.
|
·
|
We pay a substantial portion of the total compensation for our executive officers in the form of long-term equity incentive compensation. For fiscal 2012, in August 2011, we granted our named executive officers stock options and restricted stock units that vest over three-year periods, which we believe best encourages employee retention and long-term performance, and aligns employee and stockholder interests. In addition, in August 2012, we granted restricted stock units, in lieu of cash, to each of our named executive officers with respect to one-half of their fiscal 2012 bonuses. These restricted stock units vest on the one-year anniversary of the grant date.
|
Common Stock
|
||||||||
Name of Beneficial Owner
|
Number
|
Percentage
|
||||||
5% Stockholders:
|
||||||||
Starboard Value LP and related entities (1)
599 Lexington Avenue, 19
th
Floor
New York, New York 10022
|
4,925,000
|
9.14
|
%
|
|||||
Schroder Investment Management Inc. (2)
875 Third Avenue, 21
st
floor
New York, New York 10022
|
2,983,300
|
5.54
|
%
|
|||||
The Vanguard Group, Inc. (3)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355
|
2,675,301
|
4.97
|
%
|
|||||
Directors and Named Executive Officers: (4)
|
||||||||
Maury Austin
|
71,155
|
*
|
||||||
Ravikrishna Cherukuri
|
284,029
|
*
|
||||||
Kenneth L. Coleman
|
93,891
|
*
|
||||||
Fred M. Gibbons
|
114,392
|
*
|
||||||
Robert R. Herb
|
109,892
|
*
|
||||||
Gideon Intrater
|
83,767
|
*
|
||||||
William M. Kelly
|
96,138
|
*
|
||||||
Gail Shulman
|
161,669
|
*
|
||||||
William Slater
|
58,334
|
*
|
||||||
Sandeep Vij
|
681,548
|
1.25
|
%
|
|||||
Robin L. Washington
|
67,392
|
*
|
||||||
Frederick Weber
|
4,784
|
*
|
||||||
Jeffrey S. McCreary
|
17,000
|
*
|
||||||
Kenneth H. Traub
|
30,000
|
*
|
||||||
Directors and executive officers as a group (17 persons)
|
2,138,156
|
3.84
|
%
|
*
|
Less than 1%.
|
(1)
|
As reported by Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark Mitchell and Peter A. Feld (collectively, the “Reporting Persons”) on Schedule 13D/A filed on March 19, 2012, (i) Starboard Value and Opportunity Master Fund Ltd has sole voting power and sole dispositive power over 3,366,757 shares of common stock, (ii) Starboard Value and Opportunity S LLC has sole voting power and sole dispositive power over 1,508,243 shares of common stock, (iii) Starboard Value LP, as the investment manager of Starboard Value and Opportunity Master Fund Ltd and the manager of Starboard Value and Opportunity S LLC, may be deemed the beneficial owner of 4,925,000 shares of common stock, (iv) Starboard Value GP LLC, as the general partner of Starboard Value LP, may be deemed the beneficial owner of 4,925,000 shares of common stock, (v) Starboard Principal Co LP, as a member of Starboard Value GP LLC, may be deemed the beneficial owner of 4,925,000 shares of common stock, (vi) Starboard Principal Co GP LLC, as the general partner of Starboard Principal Co LP, may be deemed the beneficial owner of 4,925,000 shares of common stock, (vii) each of Jeffrey C. Smith, Mark Mitchell, and Peter A. Feld, as a member of Starboard Principal Co GP LLC and as a member of each of the Management Committee of Starboard Value GP LLC and the Management Committee of Starboard Principal Co GP LLC, may be deemed the beneficial owner of 4,925,000 shares of common stock. In addition, (i) Robert Kramer, as a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (“Exchange Act”), as amended, may be deemed the beneficial owner of the shares directly owned by the other Reporting Persons, (ii) Jeffrey S. McCreary has sole voting and sole dispositive power over 17,000 shares of common stock and as a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Exchange Act may be deemed the beneficial owner of the shares directly owned by the other Reporting Persons, and (iii) Kenneth H. Traub has sole voting and sole dispositive power over 20,000 shares of common stock and as a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Exchange Act may be deemed the beneficial owner of the shares directly owned by the other Reporting Persons.
|
(2)
|
As reported by Schroder Investment Management Inc. on a Schedule 13G as filed with the Securities and Exchange Commission on February 14, 2006. According to such Schedule 13G, Schroder Investment Management Inc. has sole power to vote and dispose of 2,983,300 shares of common stock.
|
(3)
|
As reported by The Vanguard Group, Inc. on a Schedule 13G as filed with the Securities and Exchange Commission on February 10, 2012. According to such Schedule 13G, The Vanguard Group, Inc. has sole power to vote 69,725 shares of common stock and dispose of 2,605,576 shares of common stock.
|
(4)
|
The amounts reported under common stock for our directors and executive officers includes the following shares which are subject to options and restricted stock units that are exercisable and/or vested on September 30, 2012 or within 60 days thereof: Mr. Austin 27,778; Mr. Cherukuri 273,055; Mr. Coleman 85,000; Mr. Gibbons 95,000; Mr. Herb 102,500; Mr. Intrater 68,196; Mr. Kelly 85,000; Ms. Shulman 151,751; Mr. Slater 58,334; Mr. Vij 618,335; Ms. Washington 65,000; and directors and executive officers as a group 1,834,920.
|
·
|
Sandeep Vij – Chief Executive Officer and President;
|
·
|
William Slater – Vice President, Chief Financial Officer;
|
·
|
Maury Austin – Vice President, Chief Financial Officer;
|
·
|
Ravikrishna Cherukuri – Vice President, Engineering;
|
·
|
Gail Shulman – Vice President, General Counsel; and
|
·
|
Gideon Intrater – Vice President, Marketing
|
·
|
Salary
|
·
|
Bonus
|
·
|
Equity compensation
|
·
|
Base salary increases for two executive officers, which took into account such executives’ experience, performance, and responsibilities, and comparable executive officer salaries within MIPS Technologies’ peer group.
|
·
|
Fiscal 2012 bonus awards were based on Company revenue, which grew 5% on a year-over-year basis, and pro forma operating income, which decreased by 19% compared to fiscal 2011.
|
·
|
In fiscal 2012, we used a mix of equity-based compensation, consisting of stock option awards and time-based restricted stock unit awards, each vesting over three year periods.
|
·
|
In fiscal 2012, our benefit programs for our executive officers included the following:
|
·
|
Benefits generally available to all employees such as our employee stock purchase plan, health insurance plan, and a qualified 401(k) savings plan.
|
·
|
Non-qualified voluntary deferred compensation program for U.S. director-level employees and above. This program encourages retirement savings because MIPS Technologies does not maintain a defined benefit retirement program.
|
·
|
An automobile or automobile allowance to one executive (VP of Worldwide Sales), which is necessary to that executive’s responsibility to regularly visit customers.
|
Name
|
Severance
Payment ($)
|
Estimated
Total Value of
Option
Acceleration
($)
|
Estimated
Total Value of
Stock
Acceleration
($)
|
Total ($)
|
||||||||||||
Sandeep Vij
|
$
|
870,000
|
$
|
340,702
|
$
|
602,554
|
$
|
1,813,256
|
||||||||
William Slater
|
$
|
600,000
|
$
|
260,000
|
$
|
384,926
|
$
|
1,244,926
|
||||||||
Maury Austin (1)
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||
Ravikrishna Cherukuri
|
$
|
620,000
|
$
|
189,793
|
$
|
217,922
|
$
|
1,027,715
|
||||||||
Gail Shulman
|
$
|
550,000
|
$
|
56,400
|
$
|
290,032
|
$
|
896,432
|
||||||||
Gideon Intrater
|
$
|
560,000
|
$
|
122,987
|
$
|
329,618
|
$
|
1,012,605
|
(1)
|
Maury Austin
served
as Chief Financial Officer from March 2008 until his retirement, effective November 9, 2011. As such, he would not have received any payment upon a change in control as of June 30, 2012.
|
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus
($)(1)
|
Stock
Awards
($)(2)
|
Option
Awards
($)(3)(6)
|
Non-Equity
Incentive Plan
Compensation
($)(4)
|
All Other
Compensation
($)(5)
|
Total
($)
|
|||||||||||||||||||||
Sandeep Vij
|
2012
|
$
|
435,000
|
$
|
—
|
$
|
195,600
|
$
|
262,200
|
$
|
371,922
|
$
|
3,040
|
$
|
1,267,762
|
||||||||||||||
Chief Executive Officer and President
|
2011
|
$
|
410,000
|
$
|
—
|
$
|
192,000
|
$
|
230,872
|
$
|
362,128
|
$
|
3,683
|
$
|
1,198,683
|
||||||||||||||
2010
|
$
|
162,981
|
$
|
135,000
|
(7)
|
$
|
316,500
|
$
|
1,243,440
|
$
|
—
|
$
|
630
|
$
|
1,858,551
|
||||||||||||||
William Slater (8)
|
2012
|
$
|
192,692
|
$
|
—
|
$
|
229,500
|
$
|
311,088
|
$
|
102,395
|
|
$
|
3,361
|
$
|
839,036
|
|||||||||||||
Vice President, Chief Financial Officer
|
2011
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||
2010
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||||||||||||
Maury Austin (9)
|
2012
|
$
|
113,367
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|
$
|
1,186
|
$
|
114,553
|
|||||||||||||
Vice President, Chief Financial Officer
|
2011
|
$
|
313,567
|
$
|
—
|
$
|
96,000
|
$
|
115,436
|
$
|
158,260
|
$
|
3,009
|
$
|
686,272
|
||||||||||||||
2010
|
$
|
313,567
|
$
|
—
|
$
|
—
|
$
|
165,410
|
$
|
218,523
|
$
|
3,093
|
$
|
700,593
|
|||||||||||||||
Ravikrishna Cherukuri
|
2012
|
$
|
310,000
|
$
|
—
|
$
|
97,800
|
$
|
131,100
|
$
|
186,000
|
$
|
502
|
$
|
725,402
|
||||||||||||||
Vice President, Engineering
|
2011
|
$
|
290,000
|
$
|
—
|
$
|
$
|
115,436
|
$
|
146,365
|
$
|
1,206
|
$
|
649,007
|
|||||||||||||||
2010
|
$
|
88,986
|
$
|
—
|
$
|
—
|
$
|
509,400
|
$
|
62,014
|
$
|
548
|
$
|
660,948
|
|||||||||||||||
Gail Shulman
|
2012
|
$
|
275,000
|
$
|
100,000
|
(10)
|
$
|
78,240
|
$
|
104,880
|
$
|
164,994
|
$
|
2,946
|
$
|
726,060
|
|||||||||||||
Vice President, General Counsel
|
2011
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||
2010
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||||||||||||
Gideon Intrater (12)
|
2012
|
$
|
265,010
|
$
|
2,400
|
(11)
|
$
|
123,096
|
$
|
166,387
|
$
|
122,697
|
$
|
2,954
|
$
|
682,544
|
|||||||||||||
Vice President, Marketing
|
2011
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||
2010
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
(1)
|
Amounts consist of bonuses earned for services rendered in fiscal 2012 for Ms. Shulman and Mr. Intrater and fiscal 2010 for Mr. Vij.
|
(2)
|
The amounts in the Stock Awards column represent the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of restricted stock units awarded during the applicable fiscal year under the 1998 Long-Term Incentive Plan, as Amended and Restated. For each of the restricted stock units, the grant date fair value is calculated using the closing price of MIPS Technologies’ common stock on the grant date as if these awards were vested and issued on the grant date. The amounts shown disregard estimated forfeitures. There can be no assurance that these grant date fair values will ever be realized by the named executive officers. See the “Grants of Plan-Based Awards in Fiscal Year 2012” table below for information on restricted stock unit awards made in fiscal 2012. See Note 11 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2012 regarding the assumptions underlying the valuation of equity awards, Note 14 in our Annual Report on Form 10-K for the year ended June 30, 2011, and Note 14 in our Annual Report on Form 10-K for the year ended June 30, 2010.
|
|
|
(3)
|
The amounts in the Option Awards column represent the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of stock option awards issued during the applicable fiscal year pursuant to the 1998 Long-Term Incentive Plan, as Amended and Restated. There can be no assurance that these grant date fair values will ever be realized by the named executive officers. See the “Grants of Plan-Based Awards in Fiscal Year 2012” table below for information on stock option grants made in fiscal 2012. See Note 11 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2012 regarding the assumptions underlying the valuation of equity awards, Note 14 in our Annual Report on Form 10-K for the year ended June 30, 2011, and Note 14 in our Annual Report on Form 10-K for the year ended June 30, 2010.
|
|
|
(4)
|
Amounts consist of bonuses earned for services rendered in each respective fiscal year. In Fiscal Year 2012 half of the bonus was paid in cash and the other half was paid in restricted stock units with a one year vesting term.
|
|
|
(5)
|
Represents matching contributions under MIPS’ 401(k) plan and life insurance premiums paid on behalf of the executive.
|
(6)
|
Amounts disclosed in this column may differ from the previously reported amounts for such fiscal year because they have been restated to reflect aggregate grant date fair values of equity awards awarded during such fiscal year in accordance with FASB ASC Topic 718. Prior to fiscal year 2010, the amounts reported reflected the dollar amount of expense recognized for financial statement reporting purposes for the applicable fiscal year.
|
(7)
|
This amount relates to a one-time employment bonus of $135,000, which was paid in August 2010.
|
(8)
|
Mr. Slater has served as Vice President, Chief Financial Officer and Treasurer since November 2011.
|
(9)
|
Mr. Austin served as Chief Financial Officer until his retirement, effective November 9, 2011.
|
(10)
|
This amount includes a special bonus payment of $100,000 to Ms. Shulman in fiscal year 2012, which was paid in the form of restricted stock units having a one-year vesting term.
|
(11)
|
This amount includes a patent bonus payment of $2,400 to Mr. Intrater in fiscal year 2012.
|
(12)
|
Mr. Intrater has served as our Vice President of Marketing since November 2011.
|
Name
|
Grant
Date
|
Estimated Possible Payouts under
Non-Equity Incentive Plan
Awards (1)
|
All other
Stock
Awards:
Number of
Securities
Underlying
Stock (#)(2)
|
All other
Option
Awards:
Number of
Securities
Underlying
Options (#)(3)
|
Exercise or Base
Price of Stock and Option
Awards
($/Share)
|
Grant Date Fair
Value
of Stock and Option
Awards ($)
|
|||||||||||||||||||||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|||||||||||||||||||||||||||
Sandeep Vij
|
8/31/12
|
—
|
—
|
—
|
28,006
|
—
|
—
|
$
|
185,960
|
||||||||||||||||||||
8/15/11
|
—
|
—
|
—
|
—
|
100,000
|
4.89
|
$
|
262,200
|
|||||||||||||||||||||
8/15/11
|
—
|
—
|
—
|
40,000
|
—
|
—
|
$
|
195,600
|
|||||||||||||||||||||
N/A
|
—
|
$
|
391,500
|
$
|
783,000
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
William Slater
|
8/31/12
|
—
|
—
|
—
|
7,710
|
—
|
$
|
—
|
$
|
51,194
|
|||||||||||||||||||
11/23/11
|
—
|
—
|
—
|
—
|
125,000
|
4.59
|
$
|
311,088
|
|||||||||||||||||||||
|
11/23/11
|
—
|
—
|
—
|
50,000
|
—
|
—
|
$
|
229,500
|
||||||||||||||||||||
N/A
|
—
|
$
|
96,346
|
$
|
192,692
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Maury Austin (4)
|
N/A
|
—
|
$
|
125,427
|
$ |
|
250,854
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Ravikrishna Cherukuri
|
8/31/12
|
—
|
—
|
—
|
14,006
|
—
|
$
|
—
|
$
|
93,000
|
|||||||||||||||||||
8/15/11
|
—
|
—
|
—
|
—
|
50,000
|
4.89
|
$
|
131,100
|
|||||||||||||||||||||
8/15/11
|
—
|
—
|
—
|
20,000
|
—
|
—
|
$
|
97,800
|
|||||||||||||||||||||
N/A
|
—
|
$
|
186,000
|
$
|
372,000
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Gail Shulman
|
8/31/12
|
—
|
—
|
—
|
27,484
|
—
|
$
|
—
|
$
|
182,494
|
|||||||||||||||||||
8/15/11
|
—
|
—
|
—
|
—
|
40,000
|
4.89
|
$
|
104,880
|
|||||||||||||||||||||
8/15/11
|
—
|
—
|
—
|
16,000
|
—
|
—
|
$
|
78,240
|
|||||||||||||||||||||
N/A
|
—
|
$
|
137,500
|
$
|
275,000
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Gideon Intrater
|
8/31/12
|
—
|
—
|
—
|
8,486
|
—
|
$
|
—
|
$
|
56,347
|
|||||||||||||||||||
11/23/11
|
—
|
—
|
—
|
—
|
50,000
|
$
|
4.59
|
$
|
124,435
|
||||||||||||||||||||
11/23/11
|
—
|
—
|
—
|
20,000
|
—
|
$
|
—
|
$
|
91,800
|
||||||||||||||||||||
8/15/11
|
—
|
—
|
—
|
—
|
16,000
|
4.89
|
$
|
41,952
|
|||||||||||||||||||||
8/15/11
|
—
|
—
|
—
|
6,400
|
—
|
—
|
$
|
31,296
|
|||||||||||||||||||||
N/A
|
—
|
$
|
124,667
|
$
|
249,333
|
—
|
—
|
—
|
—
|
(1)
|
Amounts shown represent possible payouts for fiscal 2012 to Mr. Vij, Mr. Slater, Mr. Cherukuri, Ms. Shulman and Mr. Intrater under our Performance-Based Bonus Plan for Executives. Mr Slater’s estimated payments were prorated based on the base salary earned by Mr. Slater in fiscal 2012. Mr. Intrater’s estimated payouts were prorated based on salary earned and bonus targets with respect to the time he served as Vice President of Marketing versus the time he served as Vice President of Product Marketing and Applications in fiscal 2012.
|
(2)
|
Each restricted stock unit award listed in this column was granted under the 1998 Long-Term Incentive Plan, as Amended and Restated. Unless noted otherwise, the awards to Mr. Vij, Mr. Slater, Mr. Cherukuri, Ms. Shulman and Mr. Intrater vest over a three year period from the date of grant, with one-third of the shares vesting on each anniversary of the grant date. The awards granted on August 31, 2012 vest over a one year period from the date of grant, with all the shares vesting on the anniversary of the grant date.
|
(3)
|
All options were granted under our 1998 Long-Term Incentive Plan, as Amended and Restated and have exercise prices equal to the fair market value of our common stock on the date of grant. In general, the options vest in thirty-six equal monthly installments, unless otherwise noted. The 11/23/11 grants to Mr. Slater and Mr. Intrater vest 33% on 11/23/12 and then vest monthly in 2.7% increments thereafter. The equity awards identified in the table above are also reported in the table entitled, “Outstanding Equity Awards at Fiscal Year-End,” below.
|
(4)
|
Mr. Austin served as Chief Financial Officer until his retirement, effective November 9, 2011.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||
Name
|
Number of
securities
underlying u
nexercised
options (#)
Exercisable
|
Number of
securities
underlying
unexercised
options (#)
Unexercisable
|
Option Exercise
Price ($)
|
Option
Expiration
Date
|
Number of
shares of
or units of
stock that
have not
Vested (#)
|
Market value
of shares of
or units of
stock that
have not
Vested ($)*
|
|||||||||||||||
Sandeep Vij
|
433,334
|
116,667
|
(1)
|
$
|
4.22
|
1/28/17
|
|||||||||||||||
48,889
|
31,111
|
$
|
6.00
|
8/16/17
|
|||||||||||||||||
27,778
|
72,222
|
$
|
4.89
|
8/15/18
|
|||||||||||||||||
86,333
|
(9)
|
$
|
575,841
|
||||||||||||||||||
Maury Austin
|
5,555
|
5,556
|
$
|
3.27
|
8/17/16
|
||||||||||||||||
14,444
|
15,556
|
$
|
6.00
|
8/16/17
|
|||||||||||||||||
10,666
|
(9)
|
$
|
71,142
|
||||||||||||||||||
Ravikrishna Cherukuri
|
187,500
|
62,500
|
(2)
|
$
|
4.17
|
3/25/17
|
|||||||||||||||
24,444
|
15,556
|
$
|
6.00
|
8/16/17
|
|||||||||||||||||
13,889
|
36,111
|
$
|
4.89
|
8/15/18
|
|||||||||||||||||
30,666
|
(9)
|
$
|
204,542
|
||||||||||||||||||
Gideon Intrater
|
31,251
|
31,249
|
(3)
|
$
|
15.63
|
12/30/17
|
|||||||||||||||
4,444
|
11,556
|
$
|
4.89
|
8/15/18
|
|||||||||||||||||
—
|
50,000
|
(8)
|
$
|
4.59
|
11/23/18
|
||||||||||||||||
43,066
|
(9)
|
$
|
287,250
|
||||||||||||||||||
Gail Shulman (10)
|
2,583
|
—
|
$
|
6.11
|
8/29/12
|
||||||||||||||||
2,917
|
—
|
(4)
|
$
|
6.47
|
8/15/13
|
||||||||||||||||
1,500
|
—
|
(5)
|
$
|
8.10
|
12/28/13
|
||||||||||||||||
1,875
|
—
|
$
|
7.80
|
8/15/14
|
|||||||||||||||||
1,667
|
—
|
(6)
|
$
|
4.55
|
4/24/15
|
||||||||||||||||
2,444
|
—
|
$
|
3.89
|
8/15/15
|
|||||||||||||||||
4,125
|
—
|
$
|
1.28
|
11/26/15
|
|||||||||||||||||
70,000
|
—
|
(7)
|
$
|
1.95
|
2/26/16
|
||||||||||||||||
22,500
|
2,500
|
$
|
3.27
|
8/17/16
|
|||||||||||||||||
20,000
|
15,556
|
$
|
6.00
|
8/16/17
|
|||||||||||||||||
11,111
|
28,889
|
$
|
4.89
|
8/15/18
|
|||||||||||||||||
26,666
|
(9)
|
$
|
177,862
|
||||||||||||||||||
William Slater
|
—
|
125,000
|
(8)
|
$
|
4.59
|
11/23/18
|
|||||||||||||||
50,000
|
(9)
|
$
|
333,500
|
||||||||||||||||||
*
|
The market value of the restricted stock units that have not vested is calculated by multiplying the number of units that have not vested by the closing price of our common stock on June 30, 2012, which was $6.67.
|
(1)
|
Options granted on 1/28/10 vest 33% on 1/28/11 and then vest monthly in 2.7% increments thereafter.
|
(2)
|
Options granted on 3/25/10 vest 33% on 3/25/11 and then vest monthly in 2.7% increments thereafter.
|
(3)
|
Options granted on 12/30/10 vest 33% on 12/30/11 and then vest monthly in 2.7% increments thereafter.
|
(4)
|
Options granted on 8/15/06 vest 33% on 8/15/07 and then vest monthly in 2.7% increments thereafter.
|
(5)
|
Options granted on 12/28/06 vest 33% on 12/28/07 and then vest monthly in 2.7% increments thereafter.
|
(6)
|
Options granted on 4/24/08 vest 33% on 4/24/09 and then vest monthly in 2.7% increments thereafter.
|
(7)
|
Options granted on 2/26/09 vest 33% on 2/26/10 and then vest monthly in 2.7% increments thereafter.
|
(8)
|
Options granted on 11/23/11 vest 33% on 11/23/12 and then vest monthly in 2.7% increments thereafter.
|
(9)
|
Restricted stock unit awards vest one third on the first annual anniversary of the grant date and then one third annually for the next two years.
|
(10)
|
Ms. Shulman entered into an agreement with Brian C. Knittel, dated November 21, 2008, pursuant to which Brian C. Knittel continues to exercise (as of October 24, 2012) sole beneficial ownership with respect to 6,292 options awarded to Ms. Shulman.
|
Option Awards
|
Stock Awards
|
|||||||||||||||
Name
|
Number of
Shares
Acquired on
Exercise (#)
|
Value Realized
on Exercise ($) (1)
|
Number of
Shares
Acquired on
Vesting (#)
|
Value Realized
on Vesting ($)
(2)
|
||||||||||||
Sandeep Vij
|
—
|
$
|
—
|
35,667
|
$
|
192,532
|
||||||||||
Maury Austin
|
78,361
|
$
|
515,614
|
5,334
|
$
|
24,643
|
||||||||||
Ravikrishna Cherukuri
|
—
|
$
|
—
|
5,334
|
$
|
24,643
|
||||||||||
Gideon Intrater
|
—
|
$
|
—
|
8,334
|
$
|
37,170
|
||||||||||
Gail Shulman
|
—
|
$
|
—
|
5,334
|
$
|
24,643
|
||||||||||
William Slater
|
—
|
$
|
—
|
—
|
$
|
—
|
(1)
|
Value is the fair market value of an underlying share on the date of exercise over the exercise price, multiplied by the number of shares covered by the option award.
|
(2)
|
Value is the fair market value of an underlying share on the date of vesting multiplied by the number of shares covered by the stock award.
|
Non-Qualified Deferred Compensation for Fiscal 2012
|
||||||||||||||||||||
Name
|
Executive c
ontributions
in Last Fiscal
Year ($)(2)
|
Registrant
Contributions
in Last Fiscal
Year ($)
|
Aggregate
Gain in
Last Fiscal
Year ($) (1)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance at
Last Fiscal
Year end
($)
|
|||||||||||||||
Sandeep Vij
|
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
William Slater
|
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Maury Austin
|
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Ravikrishna Cherukuri
|
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Gail Shulman
|
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Gideon Intrater
|
$ | 14,400 | $ | — | $ | 1,225 | $ | — | $ | 15,625 |
(1)
|
There were no above-market or preferential earnings included in these amounts.
|
(2)
|
The entire amounts were included in either the compensation information in the "Summary Compensation" table or in compensation report in previous years.
|
Common Stock
|
||||||||
High
|
Low
|
|||||||
Year Ended June 30, 2009
|
||||||||
First Quarter
|
$ | 4.01 | $ | 3.37 | ||||
Second Quarter
|
$ | 3.24 | $ | 1.01 | ||||
Third Quarter
|
$ | 3.07 | $ | 1.05 | ||||
Fourth Quarter
|
$ | 3.92 | $ | 2.89 | ||||
Year Ended June 30, 2010
|
||||||||
First Quarter
|
$ | 3.89 | $ | 2.74 | ||||
Second Quarter
|
$ | 4.49 | $ | 3.56 | ||||
Third Quarter
|
$ | 4.65 | $ | 3.60 | ||||
Fourth Quarter
|
$ | 5.50 | $ | 4.25 | ||||
Year Ended June 30, 2011
|
||||||||
First Quarter
|
$ | 10.13 | $ | 4.82 | ||||
Second Quarter
|
$ | 16.75 | $ | 9.04 | ||||
Third Quarter
|
$ | 18.19 | $ | 9.87 | ||||
Fourth Quarter
|
$ | 10.98 | $ | 6.14 | ||||
Year Ending June 30, 2012
|
||||||||
First Quarter
|
$ | 8.27 | $ | 3.87 | ||||
Second Quarter
|
$ | 5.83 | $ | 3.91 | ||||
Third Quarter
|
$ | 7.00 | $ | 4.47 | ||||
Fourth Quarter
|
$ | 7.38 | $ | 5.05 |
·
|
You must deliver to MIPS Technologies a written demand for appraisal of your shares before the vote with respect to the merger is taken
. This written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from or voting against the adoption of the merger agreement. Voting against or failing to vote for the adoption of the merger agreement by itself does not constitute a demand for appraisal within the meaning of Section 262.
|
·
|
You must either vote against the adoption of the merger agreement or abstain from voting on the adoption of the merger agreement
. A vote in favor of the adoption of the merger agreement, by proxy, over the Internet, by telephone or in person, will constitute a waiver of your appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of adoption of the merger agreement, a stockholder who wishes to exercise appraisal rights must vote against the adoption of the merger agreement or abstain from voting.
|
·
|
You must continuously hold the shares of record from the date of making the demand through the effective time of the merger.
|
·
|
Beneficial owners who do not also hold the shares of record may not directly make appraisal demands to MIPS Technologies. The beneficial holder must, in such cases, have the registered owner, such as a broker or other nominee, submit the required demand in respect of those shares.
|
·
|
If shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made by or for the fiduciary.
|
·
|
If the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners.
|
·
|
An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owners.
|
·
|
A record owner, such as a broker, who holds shares as a nominee for others, may exercise his or her right of appraisal with respect to the shares held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares as to which appraisal is sought. Where no number of shares is expressly mentioned, the demand will be presumed to cover all shares held in the name of the record owner.
|
·
|
Annual Report on Form 10-K for the fiscal year ended June 30, 2012 filed with the SEC on September 10, 2012;
|
·
|
Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended June 30, 2012 filed with the SEC on October 26, 2012;
|
·
|
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 filed with the SEC on May 8, 2012;
|
·
|
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 filed with the SEC on November 9, 2012; and
|
·
|
Current Reports on Form 8-K and 8-K/A filed with the SEC on January 25, 2012, February 7, 2012, April 26, 2012, July 3, 2012, August 9, 2012, August 15, 2012, October 30, 2012, November 6, 2012, November 6, 2012 and November 8, 2012.
|
Section 1.1
|
Definitions
|
2
|
Section 2.1
|
Sale of Assigned Patents
|
2
|
Section 2.2
|
Third-Party Agreements
|
2
|
Section 2.3
|
Closing
|
3
|
Section 2.4
|
Purchase Price
|
3
|
Section 2.5
|
Closing Deliveries
|
3
|
Section 3.1
|
Organization
|
4
|
Section 3.2
|
Ownership of the Assigned Patents, Licensability of Retained Patents, and Contest
|
5
|
Section 3.3
|
Authority Relative to Agreements
|
5
|
Section 3.4
|
No Conflict; Required Filings and Consents
|
6
|
Section 3.5
|
Assigned Patent Documentation
|
6
|
Section 3.6
|
Third-Party Agreements
|
7
|
Section 3.7
|
Information Supplied
|
7
|
Section 3.8
|
Patents Owned by Seller or its Affiliates
|
7
|
Section 3.9
|
Absence of Certain Changes or Events
|
7
|
Section 3.10
|
Maintenance Fees
|
7
|
Section 3.11
|
No Exclusive Licenses
|
7
|
Section 3.12
|
Patents Abandoned
|
7
|
Section 3.13
|
Vote Required
|
8
|
Section 3.14
|
LicenseCo Sale
8
|
8
|
Section 3.15
|
No Other Representations or Warranties
|
8
|
Section 4.1
|
Organization
|
9
|
Section 4.2
|
Organizational Documents
|
9
|
Section 4.3
|
Authority Relative to Agreement
|
9
|
Section 4.4
|
No Conflict; Required Filings and Consents
|
9
|
Section 4.5
|
Information Supplied
|
10
|
Section 4.6
|
Sufficient Funds
|
10
|
Section 4.7
|
Trust Agreement Waiver
|
10
|
Section 4.8
|
Acknowledgement of Disclaimer of Other Representations and Warranties
|
10
|
Section 5.1
|
Obligations of Seller Pending the Patent Sale
|
11
|
Section 5.2
|
Proxy Statement
|
11
|
Section 5.3
|
Stockholders’ Meeting
|
12
|
Section 5.4
|
Appropriate Action; Consents; Filings
|
13
|
Section 5.5
|
Non-Solicitation; Acquisition Proposals.
|
15
|
Section 5.6
|
Seller Negative Covenants
|
18
|
Section 5.7
|
Notification of Certain Matters
|
19
|
Section 5.8
|
Confidentiality
|
19
|
Section 5.9
|
Further Assurances
|
20
|
Section 5.10
|
Liens
|
21
|
Section 6.1
|
Survival
|
21
|
Section 6.2
|
Escrow Fund
|
22
|
Section 6.3
|
Escrow Period
|
22
|
Section 6.4
|
Indemnification Obligations of Seller
|
23
|
Section 6.5
|
Indemnification Obligations of Patent Purchaser
|
24
|
Section 6.6
|
Claims
|
24
|
Section 6.7
|
Sole Remedy; Limitation of Damages
|
25
|
Section 7.1
|
Conditions to the Obligations of Each Party
|
25
|
Section 7.2
|
Conditions to the Obligations of Patent Purchaser
|
26
|
Section 7.3
|
Conditions to the Obligations of Seller
|
27
|
Section 7.4
|
Frustration of Conditions
|
27
|
Section 8.1
|
Termination
|
27
|
Section 8.2
|
Effect of Termination
|
28
|
Section 8.3
|
Termination Fees
|
28
|
Section 8.4
|
Amendment
|
29
|
Section 8.5
|
Waiver
|
29
|
Section 8.6
|
Expenses; Transfer Taxes
|
30
|
Section 9.1
|
Notices
|
30
|
Section 9.2
|
Interpretation; Certain Definitions
|
31
|
Section 9.3
|
Severability
|
32
|
Section 9.4
|
Assignment
|
32
|
Section 9.5
|
Entire Agreement
|
32
|
Section 9.6
|
No Third-Party Beneficiaries
|
32
|
Section 9.7
|
Governing Law
|
32
|
Section 9.8
|
Specific Performance
|
33
|
Section 9.9
|
Consent to Jurisdiction
|
33
|
Section 9.10
|
Counterparts
|
34
|
Section 9.11
|
WAIVER OF JURY TRIAL
|
34
|
Section 9.12
|
No Violation of Export Law
|
34
|
Appendix A
|
|
34
|
Exhibit B
|
Form of Purchase Price Escrow Agreement
|
Adverse Recommendation Change
|
16
|
Agreement
|
1
|
Alternative Acquisition Agreement
|
15
|
Antitrust Laws
|
6
|
Assumed Obligations
|
2
|
Claim Notice
|
24
|
Closing Payment
|
3
|
Competing Proposal
|
17
|
Confidential Information
|
19
|
Confidentiality Agreement
|
19
|
Escrow Agent
|
22
|
Escrow Agreement
|
4
|
Escrow Amount
|
3
|
Escrow Fund
|
22
|
Escrow Period
|
22
|
Excluded Liabilities
|
2
|
HSR Act
|
6
|
Indemnified Parties
|
24
|
Indemnified Party
|
24
|
Indication of Interest
|
17
|
Intervening Event
|
16
|
LicenseCo Sale
|
8
|
LicenseCo Sale Agreement
|
18
|
Losses
|
23
|
Notice of Recommendation Change
|
16
|
Parties
|
1
|
Party
|
1
|
Patent Purchaser
|
1
|
Patent Purchaser Disclosure Letter
|
8
|
Patent Purchaser Indemnified Parties
|
23
|
Patent Purchaser Organizational Documents
|
9
|
Patent Purchaser Patent License Agreement
|
1
|
Patent Sale
|
1
|
Patent Sale Closing
|
3
|
Patent Sale Closing Date
|
3
|
Permitted LicenseCo Acquiror
|
18
|
Permitted LicenseCo Negotiations
|
18
|
Post-Closing Covenants
|
22
|
Proxy Statement
|
7
|
Purchase Price
|
3
|
Purchase Price Escrow Agreement
|
10
|
Requisite Stockholder Approval
|
8
|
Seller
|
1
|
Seller Charter Documents
|
4
|
Seller Disclosure Letter
|
4
|
Seller Indemnified Parties
|
24
|
Seller Patent License Agreement
|
1
|
Seller Related Parties
|
29
|
Stockholders’ Meeting
|
12
|
Superior Proposal
|
17
|
Termination Date
|
28
|
Termination Fee
|
29
|
Third-Party Agreements
|
2
|
Threshold Amount
|
23
|
Transactions
|
1
|
Transfer Taxes
|
30
|
Trust Agreement
|
9
|
Wrongful Termination Payment
|
29
|
BRIDGE CROSSING, LLC
|
|
By: /s/ Daniel P. McCurdy | |
Name: Daniel P. McCurdy | |
Title: Chief Executive Officer |
MIPS TECHNOLOGIES, INC.
|
|
By: /s/ Sandeep Vij | |
Name: Sandeep Vij | |
Title: Chief Executive Officer |
200 West Madison, 37
th
Floor
Chicago, Illinois 60606
312.327.4400
www.oceantomo.com
|
Page |
Section 1.1 Definitions |
1
|
Section 2.1 The Merger
Section 2.2 Closing
Section 2.3 Effective Time
Section 2.4 Certificate of Incorporation and Bylaws
Section 2.5 Board of Directors
Section 2.6 Officers
|
2
2
2
2
3
3
|
Section 3.1 Effect on Securities
Section 3.2 Exchange of Certificates
Section 3.3 Stock Options and Restricted Stock Units; Employee Stock Purchase Plan
Section 3.4 Lost Certificates
Section 3.5 Dissenting Shares
Section 3.6 Transfers; No Further Ownership Rights
|
3
4
7
8
8
9
|
Section 4.1 Organization and Qualification; Subsidiaries
Section 4.2 Certificate of Incorporation and Bylaws
Section 4.3 Capitalization
Section 4.4 Authority Relative to Agreement
Section 4.5 No Conflict; Required Filings and Consents
Section 4.6 Permits and Licenses
Section 4.7 Compliance with Laws
Section 4.8 Company SEC Documents; Financial Statements.
Section 4.9 Information Supplied
Section 4.10 Disclosure Controls and Procedures
|
10
10
11
12
12
13
13
14
15
15
|
Section 4.11 Absence of Certain Changes or Events
Section 4.12 No Undisclosed Liabilities
Section 4.13 Absence of Litigation
Section 4.14 Employee Benefit Plans
Section 4.15 Labor Matters
Section 4.16 Intellectual Property
Section 4.17 Taxes
Section 4.18 Material Contracts
Section 4.19 Property
Section 4.20 Environmental Matters
Section 4.21 Insurance
Section 4.22 Opinion of Financial Advisor
Section 4.23 Takeover Statutes
Section 4.24 Vote Required
Section 4.25 Brokers
Section 4.26 Patent Transactions
Section 4.27 Recapitalization
Section 4.28 No Other Representations or Warranties
|
16
16
16
17
19
20
21
23
25
25
27
27
27
27
27
28
28
28
|
Section 5.1 Organization and Qualification; Subsidiaries
Section 5.2 Certificate of Incorporation, Bylaws, and Other Organizational Documents
Section 5.3 Authority Relative to Agreement
Section 5.4 No Conflict; Required Filings and Consents
Section 5.5 Absence of Litigation
Section 5.6 Absence of Certain Agreements
Section 5.7 Information Supplied
Section 5.8 Capitalization of Acquisition Sub
Section 5.9 Brokers
Section 5.10 Sufficient Funds
Section 5.11 DGCL Section 203
Section 5.12 Parent Ownership of Company Securities
Section 5.13 WARN Act
Section 5.14 Management Agreements
Section 5.15 No Parent Vote Required
Section 5.16 Acknowledgement of Patent Sale Transaction Documents
Section 5.17 Acknowledgement of Disclaimer of Other Representations and Warranties
|
29
29
29
30
30
31
31
31
31
31
31
32
32
32
32
32
32
|
Section 6.1 Conduct of Business by the Company Pending the Merger
Section 6.2 Proxy Statement
|
33
37
|
Section 6.3 Stockholders’ Meeting
Section 6.4 Appropriate Action; Consents; Filings
Section 6.5 Access to Information; Confidentiality
Section 6.6 Non-Solicitation; Acquisition Proposals
Section 6.7 Directors’ and Officers’ Indemnification and Insurance
Section 6.8 Notification of Certain Matters
Section 6.9 Public Announcements
Section 6.10 Employee Matters
Section 6.11 Acquisition Sub
Section 6.12 No Control of the Company’s Business
Section 6.13 Rule 16b-3 Matters
Section 6.14 Recapitalization and Holdback; Tax Characterization
Section 6.15 Resignation of Directors
Section 6.16 Patent Sale Transaction
Section 6.17 Fairness Opinion Fee
|
38
38
39
40
43
45
45
45
46
46
46
46
47
47
47
|
Section 7.1 Conditions to the Obligations of Each Party
Section 7.2 Conditions to the Obligations of Parent and Acquisition Sub
Section 7.3 Conditions to the Obligations of the Company
Section 7.4 Frustration of Conditions
|
47
47
49
49
|
Section 8.1 Termination
Section 8.2 Effect of Termination
Section 8.3 Termination Fees
Section 8.4 Amendment
Section 8.5 Waiver
Section 8.6 Expenses; Transfer Taxes
|
49
51
52
53
53
54
|
Section 9.1 Non-Survival of Representations, Warranties and Agreements
Section 9.2 Notices
Section 9.3 Interpretation; Certain Definitions
Section 9.4 Severability
Section 9.5 Assignment
Section 9.6 Entire Agreement
Section 9.7 No Third-Party Beneficiaries
|
54
54
55
56
56
56
56
|
Section 9.8 Governing Law
Section 9.9 Specific Performance
Section 9.10 Consent to Jurisdiction
Section 9.11 Counterparts
Section 9.12 WAIVER OF JURY TRIAL
Appendix A
Exhibit A
|
57
57
57
58
58
60
68
|
—1—
1998 Plan
—2—
2002 Plan
—A—
Acceptable Confidentiality Agreement
Acquisition Sub
Adverse Recommendation Change
Aggregate Merger Consideration
Agreement
Alternative Acquisition Agreement
Alternative Patent Sale Agreement
Antitrust Laws
Assigned Patent License Agreement
—B—
Balance Sheet Date
Blue Sky Laws
Book-Entry Shares
Business Day
—C—
Certificate of Merger
Certificates
Closing
Closing Date
Code
Company
Company Benefit Plan
Company Common Stock
Company Disclosure Schedule
Company Employees
Company ESPP
Company Intellectual Property Rights
Company Lease
Company Material Adverse Effect
Company Material Contract
Company Option
Company Permits
Company Plans
Company Recommendation
Company Related Parties
Company Restricted Stock Units
Company SEC Documents
Competing Proposal
|
60
60
60
1
41
60
1
40
36
13
60
16
60
3
60
2
3
2
2
60
1
60
1
9
19,45
8
20
6
48, 61
23
62
13
62
62
53
62
14
42
|
Confidentiality Agreement
Contract
control
—D—
D&O Insurance
DGCL
Directors’ Stock Option Plan
Dissenting Shares
—E—
Effective Time
Electronic Data Room
Environmental Laws
ERISA
ERISA Affiliate
Exchange Act
Exchange Fund
Expenses
—F—
FCPA
—G—
GAAP
Governmental Authority
—H—
Hazardous Substance
Holdback Amount
HSR Act
—I—
Indebtedness
Indemnitee
Intellectual Property Rights
IRS
—K—
knowledge
—L—
Law
Leased Properties
Lien
—M—
Merger
Merger Consideration
—N—
New Plans
Non-U.S. Benefit Plan
Notice of Superior Proposal
—O—
Option Cash Payment
|
62
12
62
44
62
62
8
2
28
63
62
62
62
4
62
14
63
63
63
46
63
63
63
20
63
64
64
26
64
1
3
45
18
41
7
|
Option Per Share Consideration
Order
—P—
Parent
Parent Disclosure Schedule
Parent Material Adverse Effect
Parent Organizational Documents
Patent Purchaser
Patent Sale Agreement
Patent Sale Transaction
Paying Agent
Permitted Lien
person
Preferred Stock
Proxy Statement
—R—
Recapitalization
Recapitalization Cash Portion
Recapitalization Certificate
Recapitalization Restricted Stock Unit Payment
Representatives
Requisite Stockholder Approval
Restricted Stock Unit Payment
Retained Patent License Agreement
—S—
Sanctions
Sarbanes-Oxley Act
SEC
Secretary of State
Securities Act
Stockholders’ Meeting
subsidiary
Superior Proposal
Supplemental Purchase Plan
Surviving Corporation
—T—
Takeover Statutes
Tax
Tax Returns
Taxes
Termination Date
Termination Fee
Third Party
Total Common Merger Consideration
Total Option Cash Payments
Total Recapitalization Cash Portion
|
64
64
1
29
49, 64
29
64
64
64
4
64
65
11
15
1
46
46
65
65
27
7
65
14
15
65
65
65
38
65
43
65
2
27
66
66
66
50
52
66
66
7
46
|
Total Recapitalization Restricted Stock Unit Cash Payment
Total Restricted Stock Unit Payments
Treasury Regulations
—U—
UKLA
Union
—W—
WARN Act
|
66
7
66
66
19
66
|
if to Parent or Acquisition Sub: | ||
Imagination Technologies Group plc
Imagination House
Home Park Estate
Kings Langley
Hertfordshire
United Kingdom WD4 8LZ
Phone: +44 (0)1923 260511
Fax: +44 (0)1923 268969
Attention: General Counsel
|
IMAGINATION TECHNOLOGIES GROUP PLC
|
||
By: | /s/ Hossein Yassaie | |
Name: Hossein Yassaie | ||
Title: Chief Executive Officer | ||
|
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IMAGINATION ACQUISITION SUB, INC.
|
||
By: | /s/ Richard Smith | |
Name: Richard Smith | ||
Title: Chief Financial Officer | ||
|
||
MIPS TECHNOLOGIES, INC.
|
||
By: | /s/ Sandeep Vij | |
Name: Sandeep Vij | ||
Title: Chief Executive Officer | ||
MIPS TECHNOLOGIES, INC.
|
|
By: | |
Name: | |
Title: |
1 Year Mips Technologies, Inc. (MM) Chart |
1 Month Mips Technologies, Inc. (MM) Chart |
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