- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 17 2008 - 5:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Transmeta Corporation
(Name of Registrant as Specified In Its Charter)
Novafora, Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Proposed maximum aggregate value of transaction:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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Date Filed:
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Filed by Novafora, Inc.
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Transmeta Corporation
Commission File No.:
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Contacts:
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Investors:
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Sujan Jain
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Kristine Mozes
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Transmeta Corporation
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Mozes Communications LLC
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(408) 919-3000
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(781) 652-8875
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TRANSMETA CORPORATION AGREES TO BE ACQUIRED BY NOVAFORA INC.
SANTA CLARA AND SAN JOSE, CANOVEMBER 17, 2008 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 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 Transmetas 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 Transmetas common stock.
The merger has been unanimously approved by Transmetas and Novaforas Board of Directors and is
subject to Transmetas 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 Novaforas consent. The acquisition is expected
to close in the first quarter of 2009. After the closing of the merger, Transmetas common stock
will cease to trade.
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 Transmetas 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.
Transmetas innovative technology and the expertise of its employees are valuable additions to
Novafora, said Zaki Rakib, CEO of Novafora. Adding Transmetas power management
technology to
our video processor will advance our vision of making our products applicable across the broadest
range of video-oriented devices.
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 Transmetas 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
Transmetas 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 2156284.
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.
About Novafora
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, Transmetas 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
Transmetas and Novaforas 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).
Participants in Solicitation
Transmeta, and its directors, executive officers, and employees may be deemed to be participants in
the solicitation of proxies from the stockholders of Transmeta in connection with the proposed
merger and related items. Information regarding the directors and executive officers of Transmeta
and their ownership of Transmeta stock is set forth in Transmetas proxy statement for Transmetas
2008 annual meeting of stockholders, which was filed with the SEC on August 25, 2008. Investors and
stockholders may obtain additional information regarding the interests of those participants by
reading the proxy statement relating to the proposed merger when it becomes available. Investors
and stockholders can obtain a copy of that proxy statement free of charge at the Web site
maintained by the SEC at http://www.sec.gov.
# # #
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