Tessera Technologies, Inc. TSRA("Tessera" or the "Company") today
announced that it has entered into a non-binding letter of intent (LOI) with
Shenzhen O-Film Tech Co., LTD. ("Shenzhen O-Film," together with affiliates,
collectively, "O-Film") for the sale of certain patents and equipment assets
related to Tessera's wholly-owned subsidiary DigitalOptics Corporation
("DOC"). In addition, the LOI contemplates a patent license agreement
related to MEMS and camera module technology, as well as a license agreement
related to certain software features of Tessera's FotoNation business.
The LOI also contemplates that O-Film will assume or sublease DigitalOptics'
facility lease in Arcadia, California. Additionally, both Tessera and O-Film
are working towards establishing a long-term collaborative relationship
between the two companies.
"This transaction with O-Film will enable us to continue to focus on our
core competencies in IP licensing and imaging and we are pleased to have
identified such a high-quality partner as O-Film for these valuable imaging
assets," said Thomas Lacey, Chief Executive Officer, Tessera Technologies,
Inc. "O-Film is a leading developer of optical components and digital
cameras in China. We are hopeful that a final agreement can be reached, and
look forward to working with O-Film in the future."
Pursuant to the terms of the agreement, the total consideration for this
transaction is $50 million. O-Film made an initial deposit of $5 million in
connection with the signing of the LOI, which will be credited towards the
total consideration. The balance of $45 million is to be paid upon closing
of the transaction. O-Film will pay the purchase price with its cash at
hand.
The agreement is non-binding with respect to the completion of a proposed
transaction and implies no legal obligations to either party to complete
such a transaction. A transaction may or may not be completed and the terms
of the transaction are subject to Tessera's and O-Film's negotiation of a
definitive agreement.
Safe Harbor Statement
This document 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 LOI with O-Film, the execution of
definitive agreements and the closing of the transactions contemplated by
the LOI. 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, 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, Inc.
Tessera Technologies, Inc. is a holding company with operating subsidiaries
that create, develop and license innovative semiconductor, interconnect and
imaging technologies. Tessera and its subsidiaries generate revenue streams
from manufacturers and other implementers that utilize our innovative
technology. Tessera's semiconductor packaging technologies have been
licensed to more than 70 companies. More than 100 billion semiconductor
chips have shipped with the company's intellectual property. Tessera seeks
to expand the use of its product and technology offerings in the tablet,
laptop and smartphone markets.
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.
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