ISS Supports Full Slate of Tessera Nominees for Board Election
SAN JOSE, Calif.--(BUSINESS WIRE)-- Tessera Technologies, Inc. (NAS: TSRA) ("Tessera" or the "Company") today announced that Institutional Shareholder Services Inc. ("ISS"), an influential and leading proxy advisory firm, announced its recommendation that stockholders vote for all six of the Company's nominees to Tessera's board of directors (the "Board"), plus two individuals nominated by Starboard Value LP ("Starboard"). On April 29, the Company announced that it had expanded its Board by two seats and indicated it would not be nominating candidates of its own for those two seats, thereby effectively ensuring that Starboard would be represented on the Board by at least two directors. ISS recommended that stockholders of Tessera vote on the GOLD card.
ISS, among other things, stated, "As the dissidents have not demonstrated a compelling case that further change in the reconstituted board and management team is necessary, nor that their strategy is likely to deliver a significantly higher value to shareholders than successful implementation of the reconstituted board's strategy, votes FOR the six management nominees on the GOLD management card are warranted."
"The recommendation from ISS that stockholders support all six of the Tessera nominees at the upcoming Annual Meeting is very good news for all of our stockholders," said Richard S. Hill, interim CEO and executive chairman of Tessera Technologies, Inc. "The Tessera Board is executing on a clear and differentiated strategy that we believe creates tangible value to our customers and will deliver greater and more sustainable results for stockholders. Our restructured Board includes the right mix of independent and highly experienced directors to oversee the continued execution of our strategy for sustainable growth and profitability. Our recent decision to expand the Board to eight directors ensured that we would add at least two Starboard nominees, and we offered repeatedly to interview several of Starboard's candidates.
"We are pleased that neither ISS nor Glass Lewis has recommended dramatic change to the Board that would have disrupted the momentum we are building," continued Hill. "Since its creation, the new Board has worked diligently to refocus Tessera on a strategy that will put us back on a path toward success. In fact, ISS noted that in the case of DigitalOptics Corporation (DOC), the changes made by Tessera thus far 'do not appear to be merely reflexive reactions from an entrenched management team - particularly since nearly the entire management and board are new, and began implementing these changes shortly after the board renewal process took root.'"
Although the Company offered to provide Starboard a waiver of the advance notice provisions in its bylaws in order to permit Starboard to run a full eight-person slate of nominees, Starboard's decision not to avail itself of such waiver has the effect of assuring that two of the Company's nominees will be elected, as Starboard is only running a six-person slate for an eight-member board.
We urge stockholders to vote the GOLD proxy card FOR Chenault, Hill, Miner, Nagel, Seams and Stultz and simply discard any WHITE proxy card they may receive from Starboard. Stockholders should be advised that they CANNOT use Starboard's WHITE proxy card to vote for any of the Company nominees Chenault, Hill, Miner, Nagel, Seams and Stultz. Also, stockholders CANNOT use Starboard's WHITE proxy card to follow the recommendation of ISS. Stockholders who want to follow the ISS recommendation must use the GOLD proxy card. Please use the GOLD proxy card to support our nominees.
If you have questions about how to vote your shares, or need additional assistance, please contact MacKenzie Partners, Inc., who is assisting the Company in the solicitation of proxies:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Stockholders may call toll-free at (800) 322-2885 or call collect at (212) 929-5500 with any questions
Safe Harbor Statement
This press release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ significantly from those projected, particularly with respect to the Company's strategic plans, market opportunities, financial targets and projections, value creation and stockholder return. Material factors that may cause results to differ from the statements made include the plans or operations relating to the Company's businesses; market or industry conditions; changes in patent laws, regulation or enforcement, or other factors that might affect the Company's ability to protect or realize the value of its intellectual property; the expiration of license agreements and the cessation of related royalty income; the failure, inability or refusal of licensees to pay royalties; initiation, delays, setbacks or losses relating to the Company's intellectual property or intellectual property litigations, or invalidation or limitation of key patents; the timing and results, which are not predictable and may vary in any individual proceeding, of any ICC ruling or award, including in the Amkor arbitration; fluctuations in operating results due to the timing of new license agreements and royalties, or due to legal costs; the risk of a decline in demand for semiconductor and camera module products; failure by the industry to use technologies covered by the Company's patents; the expiration of the Company's patents; the Company's ability to successfully complete and integrate acquisitions of businesses; the risk of loss of, or decreases in production orders from, customers of acquired businesses; financial and regulatory risks associated with the international nature of the Company's businesses; failure of the Company's products to achieve technological feasibility or profitability; failure to successfully commercialize the Company's products; changes in demand for the products of the Company's customers; limited opportunities to license technologies and sell products due to high concentration in the markets for semiconductors and related products and camera modules; the impact of competing technologies on the demand for the Company's technologies and products; and the reliance on a limited number of suppliers for the components used in the manufacture of DOC products. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this release. The Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended Dec. 31, 2012, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, include more information about factors that could affect the Company's financial results. The Company assumes no obligation to update information contained in this press release. Although this release may remain available on the Company's website or elsewhere, its continued availability does not indicate that the Company is reaffirming or confirming any of the information contained herein.
About Tessera Technologies
Tessera Technologies, Inc. is a holding company with operating subsidiaries in two segments: Intellectual Property and DigitalOptics. Our Intellectual Property segment, managed by Tessera Intellectual Property Corp., generates revenue from manufacturers and other implementers that use our technology. Our DigitalOptics business delivers innovation in imaging systems for smartphones. For more information call 1-408-321-6000 or visit www.tessera.com.
Tessera, the Tessera logo, DOC, the DOC logo, and Invensas Corporation are trademarks or registered trademarks of affiliated companies of Tessera Technologies, Inc. in the United States and other countries. All other company, brand and product names may be trademarks or registered trademarks of their respective companies.
Chief Financial Officer
The Abernathy MacGregor Group
KEYWORDS: United States North America California
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