- Reiterates Commitment to Imagination Technologies Transaction
- Announces Intention to Enter into Discussions with CEVA
SUNNYVALE, Calif., November 20, 2012 - MIPS Technologies, Inc. (Nasdaq: MIPS), a leading provider of industry-standard processor architectures and cores for home entertainment, networking, mobile and embedded applications, today announced that it has received an unsolicited proposal from CEVA, Inc. (Nasdaq: CEVA) to acquire all of the outstanding MIPS shares, following the consummation of the proposed patent sale transaction with Bridge Crossing, LLC and the proposed recapitalization, for $75 million (U.S.) in cash. CEVA's proposal is subject to the approval of its board of directors and a brief period of confirmatory due diligence.
MIPS had previously announced (on November 5, 2012) that Imagination Technologies Group plc (LSE: IMG) would acquire the outstanding MIPS shares following the consummation of the proposed patent sale transaction with Bridge Crossing and the proposed recapitalization, for $60 million (U.S.) in cash.
The MIPS Technologies Board of Directors is evaluating CEVA's proposal and has not made a determination as to whether the proposal is superior to MIPS Technologies' pending transaction with Imagination Technologies. However, the MIPS Technologies Board of Directors believes the CEVA proposal could reasonably be expected to lead to a superior transaction, so it has determined to engage in discussions with CEVA. There can be no assurances that any definitive agreement or transaction will result from the CEVA proposal or MIPS Technologies' discussions with CEVA.
The MIPS Board of Directors continues to recommend the merger agreement with Imagination Technologies to its stockholders. The MIPS Board of Directors is not withdrawing its recommendation with respect to the merger agreement and the merger, or proposing to do so, and is not making any recommendation with respect to the CEVA proposal.
J.P. Morgan is acting as exclusive financial advisor to MIPS Technologies and Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor.
About MIPS Technologies, Inc.
MIPS Technologies, Inc. (Nasdaq:MIPS) is a leading provider of industry-standard processor architectures and cores for home entertainment, networking, mobile and embedded applications. The MIPS architecture powers some of the world's most popular products including over 700 million units in our most recent fiscal year. Our technology is broadly used in products such as digital televisions, set-top boxes, Blu-ray players, broadband customer premises equipment (CPE), WiFi access points and routers, networking infrastructure and portable/mobile communications and entertainment products. Founded in 1998, MIPS Technologies is headquartered in Sunnyvale, California, with offices worldwide. For more information, contact (408) 530-5000 or visit www.mips.com
Additional Information and Where You Can Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction between MIPS and Imagination Technologies. In connection with the proposed transaction, MIPS intends to file a definitive proxy statement and other relevant materials with the SEC. The proxy statement and other relevant materials, and any other documents to be filed by MIPS with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov or from MIPS' website at www.mips.com or by contacting MIPS Investor Relations at: firstname.lastname@example.org. Investors and security holders of MIPS are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction because they will contain important information about the transaction and the parties to the transaction.
MIPS and its executive officers, directors and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from MIPS' stockholders in favor of the proposed transaction. A list of the names of MIPS' executive officers and directors and a description of their respective interests in MIPS are set forth in the proxy statement for MIPS' 2011 Annual Meeting of Stockholders, MIPS' 2012 Annual Report on Form 10-K and Amendment No. 1 thereto, in any documents subsequently filed by its directors and executive officers under the Securities Exchange Act of 1934, as amended, and the proxy statement and other relevant materials filed with the SEC in connection with the transactions when they become available. Certain executive officers and directors of MIPS have interests in the proposed transaction that may differ from the interests of stockholders generally, including benefits conferred under retention, severance and change in control arrangements and continuation of director and officer insurance and indemnification. These interests and any additional benefits in connection with the proposed transaction will be described in the proxy statement relating to the transactions when it becomes available.