Transmeta (MM) (NASDAQ:TMTA)
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Transmeta Corporation (Nasdaq: TMTA) and Novafora, Inc. today announced
they have signed a definitive agreement for Transmeta to be acquired by
Novafora for $255.6 million in cash, subject to certain working capital
and other adjustments. Novafora is a privately held fabless
semiconductor company in San Jose, California that develops a family of
digital video processors.
Under the terms of the agreement, and based on current estimates of
Transmeta’s future working capital and other adjustments at the
effective time of the merger, stockholders are expected to receive
between $18.70 and $19.00 for each outstanding share of Transmeta’s
common stock.
The merger has been unanimously approved by Transmeta’s and Novafora’s
Board of Directors and is subject to Transmeta’s stockholder approval
and other customary closing conditions.
The agreement provides, among other things, that Transmeta may not enter
into any future licensing transaction prior to closing of the merger
without Novafora’s consent. The acquisition is expected to close in the
first quarter of 2009. After the closing of the merger, Transmeta’s
common stock will cease to trade.
The Company also announced, in a separate release today, that it has
entered into a non-exclusive patent license agreement with Advanced
Micro Devices (AMD). Under the terms of the agreement, AMD will transfer
to Transmeta 700,000 shares of Transmeta’s Series B Preferred Stock held
by AMD.
“We are pleased with the value that we will be able to return to our
stockholders as a result of this acquisition agreement with Novafora,”
said Les Crudele, president and CEO of Transmeta. “We believe the deal
is a win for all our stockholders. We have spent the past several months
extensively exploring our strategic options and believe that the
agreement with Novafora best serves the interest of our stockholders.”
“Transmeta’s innovative technology and the expertise of its employees
are valuable additions to Novafora,” said Zaki Rakib, CEO of Novafora.
“Adding Transmeta’s power management technology to our video processor
will advance our vision of making our products applicable across the
broadest range of video-oriented devices.”
Piper Jaffray & Co. served as financial advisor to Transmeta and Fenwick
& West LLP served as its legal advisor. GCA Savvian served as financial
advisor to Novafora and Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP, Gross Kleinhendler Hodak Halevy Greenberg & Co. (GKH)
and Davis Polk & Wardwell served as its legal advisors.
More details will be provided during Transmeta’s third quarter
conference call. The call, which was previously scheduled for
today at 5:00 p.m. Eastern time/2:00 p.m. Pacific time, has been
rescheduled to Tuesday, November 18, 2008 at 9:00 a.m. Eastern time/6:00
a.m. Pacific time. The conference call will be available live over the
Internet at the investor relations section of Transmeta's website at www.transmeta.com.
To listen to the conference call, please dial (785) 830-1997. A
recording of the conference call will be available for one week,
starting one hour after the completion of the call, until 11:59 p.m.
Pacific time on November 24, 2008. The phone number to access the
recording is (719) 457-0820, and the passcode is 2156284.
About Transmeta Corporation
Transmeta Corporation develops and licenses innovative computing,
microprocessor and semiconductor technologies and related intellectual
property. Founded in 1995, Transmeta first became known for designing,
developing and selling its highly efficient x86-compatible
software-based microprocessors, which deliver a balance of low power
consumption, high performance, low cost and small size suited for
diverse computing platforms. Transmeta is presently focused on
developing and licensing its advanced power management technologies for
controlling leakage and increasing power efficiency in semiconductor and
computing devices, and in licensing its computing and microprocessor
technologies to other companies. To learn more about Transmeta, visit www.transmeta.com.
Transmeta, LongRun and LongRun2 are trademarks of Transmeta Corporation.
About Novafora
Novafora is a video processor company enabling OEMs to deliver on the
promise of the digital video revolution – the highest quality video,
anywhere, on any display device and at any time. Novafora was founded in
2004 by a group of successful entrepreneurs and video experts and is
backed by leading venture capital firms. More information on the company
can be found on its website www.novafora.com.
Safe Harbor Statement
This release contains forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act
of 1995 concerning the amount of cash consideration to be received by
Transmeta stockholders, the timing and likelihood of closing of the
proposed merger and the potential benefits of the proposed merger. Such
statements speak only as of the date of this release, and we will not
necessarily provide updates of our projections or other forward-looking
statements. Investors are cautioned that such forward-looking statements
are subject to many risks and uncertainties, and may differ materially
or adversely from actual results or future events. These risks and
uncertainties include, among others, the satisfaction of closing
conditions to the proposed merger, Transmeta’s estimates of its
operating costs prior to closing the proposed merger, failure of
Transmeta stockholders to approve the proposed merger, costs related to
the proposed merger, general economic and political conditions in the
U.S. and abroad, and other risks affecting Transmeta’s and Novafora’s
respective businesses generally, including, with respect to Transmeta,
those risks discussed in our most recent reports on Forms 10-K and 10-Q.
We undertake no obligation to revise or update publicly any
forward-looking statement for any reason.
Additional Information and Where to Find It
Transmeta will file a proxy statement with the SEC in connection with
the proposed merger. Investors and stockholders of Transmeta are urged
to read the proxy statement and any other relevant documents filed with
the SEC when they become available because they will contain important
information regarding Novafora, Transmeta, the proposed merger, the
persons soliciting proxies in connection with the proposed merger on
behalf of Transmeta and the interests of those persons in the proposed
merger and related matters. Transmeta intends to mail the proxy
statement to its stockholders as soon as practicable. Investors and
stockholders will be able to obtain a copy of the proxy statement and
other documents filed by Transmeta with the SEC free of charge at the
Web site maintained by the SEC at http://www.sec.gov.
In addition, documents filed with the SEC by Transmeta are available
free of charge by contacting Transmeta Investor Relations (Kristine
Mozes, 781-652-8875).
Participants in Solicitation
Transmeta, and its directors, executive officers, and employees may be
deemed to be participants in the solicitation of proxies from the
stockholders of Transmeta in connection with the proposed merger and
related items. Information regarding the directors and executive
officers of Transmeta and their ownership of Transmeta stock is set
forth in Transmeta’s proxy statement for Transmeta’s 2008 annual meeting
of stockholders, which was filed with the SEC on August 25, 2008.
Investors and stockholders may obtain additional information regarding
the interests of those participants by reading the proxy statement
relating to the proposed merger when it becomes available. Investors and
stockholders can obtain a copy of that proxy statement free of charge at
the Web site maintained by the SEC at http://www.sec.gov.