Imagination Technologies Group plc (LSE:IMG, “Imagination”), a leading multimedia, communications and embedded processor technology company, has signed a revised agreement to acquire the operating business and certain patent properties, as well as license rights to all of the remaining patent properties, of MIPS Technologies, Inc. (Nasdaq: MIPS, “MIPS”) for a cash consideration of US$100 million, to be financed from existing cash resources and a new acquisition facility that has already been set up. MIPS is a leading provider of CPU (central processing unit) processor architectures and cores.
The revised offer has been made in response to an increased offer made to MIPS by CEVA, Inc., to acquire the same assets.
All other material terms and conditions of the acquisition remain as stated in Imagination’s announcement on 6 November 2012.
In the 12 months to 30 June 2012 the MIPS processor licensing business generated c.US$60 million in revenue and a loss before tax of c.US$9 million. MIPS’ licensing business had gross assets* of c.US$20 million at 30 September 2012.
*Excluding cash and short term investments
If the conditions to which the acquisition of MIPS is subject (including the approval of MIPS’ shareholders) are satisfied, then the transaction is still expected to complete during Q1 CY2013.
Imagination Technologies Group PL
Hossein Yassaie, CEO
Richard Smith, CFO
Tel: +44 (0)1923 260 511
Adrian Duffield/Kay Larsen
Tel: +44 (0)20 7457 2020
Jefferies International Limited (Financial Advisor to Imagination)
Nick Adams / Daniel Aharoni / Jeffrey Snyder
Tel: +44 (0)20 7029 8000
Imagination – a global leader in multimedia and communication technologies – creates and licenses market-leading processor solutions for graphics, video, display, embedded processing, multi-standard communications and connectivity, and cross-platform V.VoIP & VoLTE. These silicon and software intellectual property solutions for systems-on-chip (SoC) are complemented by an extensive portfolio of software drivers, developer tools and extensive market and technology-focused ecosystems. Target markets include mobile phone, handheld multimedia devices, connected home consumer, tablets/mobile computing, in-car electronics, telecoms, health, smart energy and connected sensors and controllers. Imagination’s licensees include many of the world’s leading semiconductor, network operator and electronics OEM/ODM companies. Corporate headquarters are located in the United Kingdom, with sales and R&D offices worldwide. See: [www.imgtec.com]
This announcement contains (or may contain) certain forward-looking statements with respect to certain of Imagination’s current expectations and projections about future events. “forward-looking statements”. These statements, which sometimes use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “will”, “shall”, “may”, “aim”, “predict”, “should”, “continue” and words of similar meaning and/or other similar expressions that are predictions of or indicate future events and/or future trends, reflect the directors’ beliefs and expectations at the date of this announcement and involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from any expected future results or performance expressed or implied by the forward-looking statement because of diverse factors.
Additional Information and Where to Find It
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: email@example.com.
This communication is being made in respect of the proposed transaction involving Imagination and MIPS. The proposed transaction will be submitted to the shareholders of MIPS for their consideration. In connection with the proposed transaction, MIPS will prepare a proxy statement to be filed with the U.S. Securities and Exchange Commission (the “SEC”). STOCKHOLDERS OF MIPS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive proxy statement will be mailed to MIPS’ shareholders.
This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities in Imagination or any other entity. No securities of Imagination have been or will be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration thereunder.
Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Imagination and no one else in connection with the transaction and this announcement and will not be responsible to anyone other than Imagination for providing the protections afforded to clients of Jefferies International Limited or for providing advice in connection with the transaction or any matter or arrangement referred to herein.