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Tessera Technologies, Inc.
("Tessera" or the "Company") today
announced that with addition of the report from Egan-Jones Proxy Services
(“Egan-Jones”), all of the leading proxy advisory firms including
Institutional Shareholder Services Inc. (“ISS”), and Glass Lewis & Co., have
recommended that dissident stockholder Starboard Value LP (“Starboard”) does
not merit control of the Company's Board of Directors (the “Board”).
More importantly, ISS and Egan-Jones recommended for the Company's slate of
nominees. In its report dated May 15, 2013, Egan-Jones wrote, “We believe that
support for voting the management ballot is merited and that voting the
management ballot (GOLD PROXY CARD) is in the best interest of the Company and
its shareholders.”
“Our goal has always been to provide the best Board for Tessera. We are
pleased that the leading proxy advisory firms have recognized our efforts, and
all have recommended that Starboard does not warrant control of the Board, and
that both ISS and Egan-Jones have recommended that stockholders vote for all
six of our highly qualified nominees. Based upon numerous discussions the
Board and management have had with our stockholders, we have heard their
feedback and are giving our stockholders what they want – we have provided the
best slate of nominees to lead the Company going forward,” said Richard S.
Hill, interim CEO and executive chairman of Tessera Technologies, Inc.
“Recognizing that a lengthy proxy fight would only disrupt the progress we
have been making, Tessera has actively sought a settlement with Starboard. For
example, the Board has made numerous requests to interview and to include
certain Starboard nominees on the Company's slate, and each time, Starboard
denied the Board's request. Our latest proposal of a universal proxy card in
which stockholders could specifically select the nominees of their choice from
both the Company's and Starboard's slates was also refused by Starboard. It
appears Starboard is only interested in following its own agenda – an agenda
that would include converting Tessera into a ‘patent troll',” Hill added.
Tessera's Board nominees are proven business leaders with a diverse range of
complementary experience in Intellectual Property (IP) monetization,
operations, engineering, finance, high tech and semiconductors, as well as
other areas essential to ensure the continued successful execution of
Tessera's strategy and to deliver greater value for stockholders:
John Chenault, former CFO of Novellus Systems, brings extensive financial,
management and operations experience in the semiconductor industry to his role
as a member of our Board.
Richard S. Hill, former CEO of Novellus Systems, utilizes his robust expertise
in executive leadership, engineering and IP monetization in leading the
Company during this important phase in its strategic plan.
John H.F. Miner, former president of Intel Capital, provides his extensive
experience in the technology industry and growing new businesses, both
organically and via external initiatives, to guide the Company as it continues
its focus on developing and selling advanced technology.
David C. Nagel, Ph.D., former CEO of PalmSource, is our longest standing
member of the board. His industry knowledge, technical expertise, and long
experience in monetizing high-tech IP assets have been a cornerstone of the
success of the Company's IP business.
Christopher A. Seams, current EVP of sales & marketing at Cypress
Semiconductor, provides his extensive management, sales and marketing, and
engineering experience in the semiconductor industry to his role as a member
of our Board.
Timothy J. Stultz, Ph.D., current CEO of Nanometrics, provides 20 years of
executive management, and operational and strategic development experience in
IP monetization and, technology and capital equipment manufacturing.
Tessera urges 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. 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.
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