Highlights Decisive Actions Taken by Board and
Management That Are Driving Improved Results and Delivering Value
for Stockholders
Board Urges Stockholders to Vote “FOR” All Five
of Xperi’s Nominees on the BLUE Proxy Card
Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”), an
entertainment technology company that invents, develops and
delivers technologies that enable extraordinary experiences, today
released an investor presentation describing Xperi’s multi-year
transformation into a standalone product-focused technology company
that is well positioned to drive long-term value for
stockholders.
The presentation details why the Xperi Board of Directors (the
“Board”) encourages stockholders to vote “FOR” all five of
Xperi’s highly qualified nominees using the BLUE proxy card at the upcoming 2024 annual
meeting of stockholders, which is scheduled to be held on May 24,
2024 (the “Annual Meeting”). One of the Company’s shareholders,
Rubric Capital Master Fund LP (“Rubric Capital”), has nominated two
alternative candidates to the Board.
The presentation can be viewed by visiting 2024 XPER Proxy
Presentation. The presentation and other important information
relating to the Annual Meeting can also be found at
https://investor.xperi.com.
Key highlights from the presentation include:
- Xperi’s Board has transformed, reconfigured and repositioned
the Company for long-term success. The Board took decisive
action to execute a multi-year business transformation from Tessera
– a business that was highly dependent on semiconductor IP
licensing – to a consumer entertainment technology-focused company,
including by acquiring and growing new businesses, separating from
the legacy IP licensing business and divesting non-core
assets.
- Xperi’s strategy is driving growth and strong
performance. Since the separation from Adeia in 2022, the
Company has delivered five consecutive quarters of year-over-year
revenue growth through December 31, 2023, culminating in the
Company’s highest ever Adjusted EBITDA and Adjusted EBITDA margin1
in the fourth quarter of 2023. Xperi’s total stockholder returns
have outperformed its peers and valuation multiples have increased
as the market has recognized the progress being made since the
fourth quarter of 2022. Continued revenue growth and margin
expansion is expected in 2024 as the business transformation gains
further momentum.
- Xperi has the right Board to oversee its strategy.
Xperi’s incumbent directors are dedicated and experienced, with
expertise in critical growth areas, including content monetization,
consumer and media technology, automotive software,
subscription-based business models, streaming media and product
development. Furthermore, the Board has been thoughtful about
strengthening its own capabilities. In fact, the Board conducted a
comprehensive search and selection process and had already
identified two new diverse and independent director candidates it
intended to nominate this year before Rubric Capital abruptly
submitted its notice of director nominations.
- Rubric Capital’s director nominees will not add value to
Xperi’s Board and, if elected, will displace directors with
critical skills and industry knowledge. Rubric is seeking to
replace half of Xperi’s independent directors – including the Chair
of the Board and the Chair of the Nominating and Corporate
Governance Committee – with its two director candidates: a retired
semiconductor executive (who served as CEO of one of Xperi’s
predecessor companies, overseeing businesses that are not part of
the Company today) and his close friend whose experience is
primarily in healthcare marketing and corporate public relations
and branding. The election of Rubric’s candidates would remove two
accomplished directors with relevant experience and would
substantially weaken the Board.
The Board encourages stockholders to vote “FOR” all five
of Xperi’s nominees, and “WITHHOLD” on Rubric’s two candidates, on
the BLUE proxy card in connection with the upcoming Annual
Meeting.
Stockholders who have any questions or need assistance voting
their shares should contact the Company’s proxy solicitor Morrow
Sodali at (203) 658-9400 or XPER@info.morrowsodali.com.
About Xperi Inc.
Xperi invents, develops, and delivers technologies that enable
extraordinary experiences. Xperi technologies, delivered via its
brands (DTS®, HD Radio™, TiVo®), and by its startup, Perceive, are
integrated into billions of consumer devices and media platforms
worldwide, powering smart devices, connected cars and entertainment
experiences, including IMAX® Enhanced, a certification and
licensing program operated by IMAX Corporation and DTS, Inc. Xperi
has created a unified ecosystem that reaches highly engaged
consumers, driving increased value for partners, customers and
consumers.
©2024 Xperi Inc. All Rights Reserved. Xperi, TiVo, DTS, HD
Radio, DTS Play-Fi, Perceive and their respective logos are
trademark(s) or registered trademark(s) of Xperi Inc. or its
subsidiaries in the United States and other countries. IMAX is a
registered trademark of IMAX Corporation. All other trademarks and
content are the property of their respective owners.
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained in this press release that do not
relate to matters of historical fact should be considered
forward-looking statements, including without limitation statements
regarding: expectations regarding long term trends, our future
results of operations and financial position, margin expansion and
overall growth, including, without limitation, anticipated Adjusted
EBITDA growth, the strength and capabilities of our Board, our
corporate governance oversight and strategy, objectives for future
operations, and ongoing strategies. These forward-looking
statements are based on information available to the Company as of
the date hereof, as well as the Company’s current expectations,
assumptions, estimates and projections that involve risks and
uncertainties. In some cases, you can identify forward-looking
statements by the words "expect," "anticipate," "intend," "plan,"
"believe," "could," "seek," "see," "will," "may," "would," "might,"
"potentially," "estimate," "continue," "expect," "target," and
similar expressions or the negatives of these words or other
comparable terminology that convey uncertainty of future events or
outcomes. These statements involve risks, uncertainties and other
factors that may cause actual results, levels of activity,
performance, or achievements to be materially different from the
information expressed or implied by these forward-looking
statements. These risks, uncertainties and other factors are
described under the captions "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report on Form 10-K for the year ended
December 31, 2023 filed with the Securities and Exchange Commission
(the "SEC") and our other filings with the SEC from time to time.
Any forward-looking statements speak only as of the date of this
press release and are based on information available to the Company
as of the date of this press release, and the Company does not
assume any obligation to, and does not intend to, publicly provide
revisions or updates to any forward-looking statements, whether as
a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws.
Additional Information and Where to Find It
Xperi has filed with the SEC a definitive proxy statement on
Schedule 14A, containing a form of BLUE proxy card, with respect to
its solicitation of proxies for the Annual Meeting. This
communication is not a substitute for any proxy statement or other
document that Xperi may file with the SEC in connection with any
solicitation by Xperi.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND
IN THEIR ENTIRETY THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) FILED BY XPERI AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.
Investors and security holders may obtain copies of these
documents and other documents filed with the SEC by Xperi free of
charge through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by Xperi are also available free of
charge by accessing Xperi’s website at www.xperi.com.
Endnotes:
1 Non-GAAP Measures: Adjusted EBITDA and Adjusted EBITDA
margin are non-GAAP financial metrics. Adjusted EBITDA is defined
as GAAP Net Income/Loss, less the impact of interest expense,
income taxes, stock-based compensation, depreciation expense,
amortization of intangible assets, amortization of capitalized
cloud computing costs, goodwill impairment, impairment of
long-lived assets, and one-time costs associated with transaction,
separation, integration or restructuring. Adjusted EBITDA margin is
defined as Adjusted EBITDA divided by revenue. Management believes
that the non-GAAP measures used in this press release provide
investors with important perspectives into the Company’s ongoing
business and financial performance and provide an understanding of
our core operating results reflecting our normal business
operations. The non-GAAP financial measures disclosed by the
Company should not be considered a substitute for, or superior to,
financial measures calculated in accordance with GAAP.
With respect to Adjusted EBITDA margin, the Company has
determined that it is unable to provide a quantitative
reconciliation of this forward-looking non-GAAP measure to the most
directly comparable forward-looking GAAP measure with a reasonable
degree of confidence in its accuracy without unreasonable effort,
as items including restructuring and impacts from discrete tax
adjustments and tax law changes are inherently uncertain and depend
on various factors, many of which are beyond the Company's
control.
XPER – C
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version on businesswire.com: https://www.businesswire.com/news/home/20240430209380/en/
Xperi Investor Contact: Mike Iburg VP, Investor Relations
+1 408-321-3827 ir@xperi.com
Media Contact: Amy Brennan Senior Director, Corporate
Communications +1 949-518-6846 amy.brennan@xperi.com
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