Update: Intellectual Ventures has acquired Transmeta Patent Portfolio on Jan. 28, 2009
SANTA CLARA AND SAN JOSE, CA-NOVEMBER 17, 2008 - 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.
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.