SAN JOSE, Calif.--(BUSINESS WIRE)--Tessera Technologies, Inc. (NASDAQ: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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