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Tessera technologies monetization techniques12/27/2023 Despite Starboard's rejection of a universal proxy card, the Company will nonetheless, run a six-person slate for an eight-person Board, effectively assuring the election of at least two Starboard nominees - nominees that you will choose. This is a transparent attempt to manipulate the outcome of the election by forcing a vote that doesn't reflect the true wishes of our stockholders. Our intent was to give you the complete freedom to choose the Tessera directors that you feel will best move the Company forward.īy rejecting our proposal, however, Starboard is limiting stockholder choice and attempting to force a vote on its own proxy card where no such choice is provided. The Company has done this by running only a six-person slate for an eight-member board and with plurality voting, ensuring that at least two of Starboard's nominees will be elected and we are giving our stockholders the complete freedom to choose these two Starboard nominees.Īdditionally, we are so confident in our nominees that we also proposed to Starboard that stockholders have the ability to vote on a universal proxy card where all nominees are listed on one card- whether from Starboard's slate or ours - so that stockholders could easily and freely pick the eight nominees that they want to serve on our Board from both sets of nominees. Thus on April 30, 2013, we expanded the board to eight seats from six, "guaranteeing" that at least two of Starboard's nominees will be elected to our Board at our Annual Meeting. Starboard, however, has continued to rebuff Tessera's numerous settlement offers.Īs we have repeatedly said, we welcome fresh perspectives on our Board. Our attempts include offering to nominate two of Starboard's candidates to the Board's slate of nominees. Since February 12, 2013, members of Tessera's management, Board and outside counsel have demonstrated, on at least eight different occasions, meaningful attempts to collaborate with Starboard. WE ARE OFFERING STOCKHOLDERS THE FREEDOM TO CHOOSE THE BOARD THEY WANT Starboard's tactics will only put us back, disrupt our momentum and likely put your investment at risk. Starboard has offered no detailed plan and no chief executive officer or chairman. We've already completed our strategic review and are executing on the right plan for Tessera stockholders. Starboard Value LLP ("Starboard") has stated that - if elected - it would initiate a three-month strategic review of the Company. Since we began to implement Board-approved changes in August 2012, the Company's stock has risen by over 33%, while our peer group has only risen by approximately 11%. The financial markets are paying attention and recognizing our progress. The new strategy has been working well, creating near-term value and positioning us to drive greater returns over the long term. We have changed our Board, changed our management and changed our strategy. Your Board and management team have been restructuring Tessera into a more focused technology innovation and IP monetization company. ("Tessera" or the "Company") and all our stockholders. The 2013 Annual Meeting is critical to the future of Tessera Technologies, Inc. The full text of the May 3 letter follows: Further, the Company believes that the dissident stockholder's strategic plan combined with their lack of familiarity and experience with certain of Tessera's major customers that are currently well into license renewal negotiations would expose stockholders to material downside risk in the near-term. The letter also reaffirms the Company's belief that the Tessera directors are far more qualified and experienced to lead the Company through the next phase of growth than the nominees proposed by a dissident stockholder. In the letter, Tessera reiterates the core elements of its plan to deliver value for stockholders by focusing on enhancing and effectively monetizing its intellectual property ("IP") portfolio of advanced technology. ( NAS: TSRA) ("Tessera" or the "Company") today issued a letter to stockholders in connection with the Company's 2013 Annual Meeting scheduled on May 23, 2013. SAN JOSE, Calif.-( BUSINESS WIRE)- Tessera Technologies, Inc. Tessera Board Best Positioned to Execute the Plan Efficiently and Expeditiously Tessera's Plan Is Superior, Already Being Executed and Showing Progress Tessera Urges Stockholders to Protect Value of Their Investment
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