Transmeta Corporation Agrees to Be Acquired by Novafora,
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
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
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
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.
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).