NEW YORK--(BUSINESS WIRE)--TIG Advisors, LLC (“TIG Advisors”), a stockholder of Altera Corporation (Nasdaq: ALTR) (“Altera” or the “Company”), urges fellow stockholders to vote “AGAINST” Altera’s Lead Independent Director T. Michael Nevens at the upcoming annual meeting of stockholders scheduled to be held on Monday, May 11, 2015 (the “Annual Meeting”).
Compelling, Immediate Value Opportunity Rejected by Altera Board
On April 30, 2015, Reuters reported1 that Altera had been in negotiations with Intel Corporation (“Intel”) for a period of months, with Intel initially offering a price of $58 per share in February, based on publicly available information. Subsequently, Intel entered into a non-disclosure agreement, reviewed the Company’s non-public information, and revised its offer to $54 per share. Based on our conversations with other stockholders, we believe this is a more than compelling offer that offers immediate value.
Lack of Transparency to Stockholders
TIG agrees with the observation by Institutional Shareholder Services Inc. (“ISS”) that “…allegations that a board has broken faith with shareholders by rejecting a compelling buyout offer strike at the very heart of effective corporate governance,” but we believe Altera’s lack of transparency to stockholders about the reported $54 offer from Intel frustrated ISS’ attempts to complete a more detailed analysis and form a definitive conclusion without “hard evidence” about the conduct of the Altera Board. However, we believe experienced institutional investors and sophisticated capital markets participants agree that a standard of proof has been met by the numerous reports from reputable media sources including Reuters, Bloomberg, New York Times, The Wall Street Journal and CNBC.
Act Now Before It’s Too Late – Altera Could Use Upcoming Foundry Decision As a “Poison Pill” to Thwart a Deal with Intel
On the first quarter earnings call, Management indicated that a decision on Altera’s foundry partner for its 10nm business will be made in the second quarter. Should Altera choose Taiwan Semiconductor Manufacturing Company Limited over Intel as the manufacturer of its 10nm chip, this could immediately make a potential acquisition of the Company unattractive to Intel. We view the foundry partner decision as a potential “poison pill”, allowing Management to effectively ward off an offer from Intel without soliciting stockholder input. If management seeks to remain independent, entering into a foundry deal with another party offers an opportunity to discreetly construct impediments to thwart or discourage a potential acquirer. Making the foundry decision instead of re-engaging with Intel would deny stockholders a value-maximizing opportunity while preserving the jobs of directors and Management. As a result, we believe it is imperative that stockholders express their views before Management takes such an irreversible action that would alter the economics for potential suitors.
The Altera Board Has Failed Stockholders
TIG Advisors believes that the Altera Board, which owns approximately six-tenths (0.6%) of a percent of Altera’s outstanding shares, has failed the stockholders who own 99% of the Company by rejecting further discussions about the compelling, strategic, and immediate value opportunity in front of the Board. We believe it is imperative that stockholders express their views before Management takes any action that could alter the economic rationale for potential suitors. It is time to hold the Altera Board accountable and vote “AGAINST” Lead Independent Director T. Michael Nevens.
FELLOW STOCKHOLDERS, THE TIME FOR ACTION IS NOW. PLEASE VOTE “AGAINST” T. MICHAEL NEVENS TO SEND A CLEAR AND UNAMBIGUOUS MESSAGE TO THE BOARD.
TIG Advisors looks forward to continuing discussions with our fellow stockholders and we encourage you to contact Drew Figdor, Portfolio Manager, or John McVeigh, Managing Director, at (212) 644-5178.
Stockholders are urged to vote “AGAINST” Mr. Nevens on the Company's proxy card. This is not a solicitation of authority to vote your proxy. Do not send TIG Advisors your proxy card as it will not be accepted.
About TIG Advisors
TIG Advisors is an SEC-registered investment advisor based in New York City that manages approximately $3 billion of capital across a diverse range of investment strategies primarily for institutional investors, including pension funds, life insurance companies and others. Our Firm, founded in 1980, has long held a goal of working constructively with management teams to help identify, surface and capture value that may not be otherwise apparent to the marketplace.
1 http://www.reuters.com/article/2015/04/30/us-altera-intel-standstill-idUSKBN0NL2IZ20150430