SAN FRANCISCO and PALO ALTO, Calif., May
1, 2018 /PRNewswire/ -- RPX Corporation (NASDAQ: RPXC),
the leading provider of patent risk and discovery management
solutions, today announced it has entered into a definitive
agreement to be acquired by HGGC, a leading middle market private
equity firm, in an all-cash transaction valued at approximately
$555 million. Under the terms of the
agreement, HGGC will initiate a tender offer for RPX shares at a
price of $10.50 per share in cash.
The agreement was unanimously approved by RPX's Board of Directors
following a thorough review of a full range of strategic, financial
and capital structure alternatives, which was first announced in
February 2018.
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Shelby Bonnie, RPX Chairman of
the Board, said, "Over the course of our review, the RPX Board of
Directors evaluated a full range of strategic, financial and
capital structure alternatives to best serve the interests of our
stockholders, including a sale and continuing to operate as a
standalone public company. After receiving and reviewing numerous
proposals and indications of interest, as well as considering RPX's
current operations and future prospects, the Board is entirely
confident that this transaction provides great, certain and
immediate value to RPX stockholders."
Marty Roberts, RPX Chief
Executive Officer and President, added, "We are thrilled to partner
with HGGC to achieve our next phase of growth for our patent risk
and discovery management businesses. This transaction provides RPX
with strong financial support and added flexibility to achieve our
longer-term prospects, while providing our current stockholders
with secure near-term value. Importantly, HGGC is experienced in
building technology-enabled services businesses and is fully
aligned with our global team's strategy in patent risk and
discovery management services. With this transaction, our clients
at RPX and Inventus will continue to see an uninterrupted high
level of service, and we can expect even greater levels of
investment in client service going forward."
Rich Lawson, HGGC Chief Executive
Officer and Co-founder, commented, "We are big believers in RPX's
mission to deliver patent risk and discovery management solutions
to its clients. RPX's and Inventus's businesses begin and end with
the trust of their clients, and we will continue to serve their
best interests. We fully support the vision of the Company to build
a much-needed clearinghouse in the broader market for patents and
will continue RPX's decade-long commitment to never assert
patents."
David Chung, Executive Director
of HGGC added, "Thanks to the vision and efforts of the
original founding team, the current leadership and the many
enormously capable people at the Company who drive results for
clients day in and day out, we believe RPX and Inventus have core
strengths and advantages that position them well for long-term
success. We are fully supportive of the Company's management team
as a whole, and we will thoughtfully review, in partnership with
the senior leadership team, where additions could be made for the
ultimate benefit of the Company's clients."
In the course of its review of strategic alternatives, RPX's
Board of Directors received and thoroughly evaluated numerous
proposals and indications of interest before deciding unanimously
to proceed with this transaction. The transaction will be executed
by means of a tender offer followed by a merger, and the RPX Board
of Directors unanimously recommends RPX stockholders tender their
shares in the offer. In light of RPX's sale to HGGC, RPX is
suspending its dividend, effective immediately. The transaction is
expected to close in the second or third quarter of 2018, subject
to customary closing conditions and regulatory approvals.
RPX Corporation also announced today its first quarter 2018
results, which are available on the "Investor Relations" section of
the RPX's website at www.rpxcorp.com. The previously announced
earnings conference call and webcast scheduled for May 8, 2018 will no longer take place.
GCA Advisors, LLC is acting as financial advisor, and Skadden,
Arps, Slate, Meagher & Flom LLP is acting as legal advisor, to
RPX. Houlihan Lokey Capital, Inc.'s Tech+IP Advisory Group and
Jefferies LLC are acting as financial advisors to HGGC. Jefferies
Finance LLC is acting as sole lead arranger for debt financing to
be utilized by HGGC. Kirkland and Ellis LLP is acting as legal
advisor to HGGC.
About RPX Corporation
RPX Corporation (NASDAQ: RPXC)
is the leading provider of patent risk and discovery management
solutions. Since its founding in 2008, RPX has introduced
efficiency to the patent market by providing a rational alternative
to litigation. The San
Francisco-based company's pioneering approach combines
principal capital, deep patent expertise, and client contributions
to generate enhanced patent buying power. By acquiring patents and
patent rights, RPX helps to mitigate and manage patent risk for its
growing client network.
As of March 31, 2018, RPX had
invested over $2.4 billion to acquire
more than 26,000 US and international patent assets and rights on
behalf approximately 320 clients in eight key sectors: automotive,
consumer electronics and PCs, E-commerce and software, financial
services, media content and distribution, mobile communications and
devices, networking, and semiconductors.
RPX subsidiary Inventus is a leading international discovery
management provider focused on reducing the costs and risks
associated with the discovery process through the effective use of
technology solutions. Inventus has been providing litigation
support services to corporate legal departments, law firms and
government agencies since 1991.
About HGGC
HGGC is a leading middle-market private
equity firm with $4.3 billion in
cumulative capital commitments. Based in Palo Alto, Calif., HGGC is distinguished by
its "Advantaged Investing" approach that enables the firm to source
and acquire scalable businesses at attractive multiples through
partnerships with management teams, founders and sponsors who
reinvest alongside HGGC, creating a strong alignment of interests.
Over its history, HGGC has completed over 90 platform investments,
add-on acquisitions, recapitalizations and liquidity events with an
aggregate transaction value of more than $17
billion. More information is available at www.hggc.com.
Notice to Investors and Security Holders
The tender offer for the outstanding common stock of RPX
Corporation ("RPX") referred to in this communication has not yet
commenced. This communication is neither a recommendation, an
offer to purchase nor a solicitation of an offer to sell any
securities. The solicitation and the offer to buy the shares
of RPX's common stock will be made pursuant to an offer to purchase
and related materials that Riptide Parent, LLC ("Parent") and
Riptide Purchaser, Inc. ("Purchaser") intend to file with the
Securities and Exchange Commission (the "SEC"). At the time
the tender offer is commenced, Purchaser will file a Tender Offer
Statement on Schedule TO with the SEC, and thereafter RPX will file
a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. The Tender Offer Statement
(including an offer to purchase, a related letter of transmittal
and other offer documents) and the Solicitation/Recommendation
Statement will contain important information that should be read
carefully and considered before any decision is made with respect
to the tender offer. RPX, Purchaser and Parent will file
other relevant materials in connection with the proposed
acquisition of RPX by Purchaser pursuant to the terms of the merger
agreement. RPX, Purchaser and Parent intend to mail these
documents to the stockholders of RPX. All of the tender offer
materials (and all other materials filed by RPX with the SEC) will
also be available free of charge from the SEC through its website
at www.sec.gov. INVESTORS AND STOCKHOLDERS OF RPX ARE ADVISED
TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, INCLUDING THE
SOLICITATION/RECOMMENDATION STATEMENT OF RPX, AS EACH MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AS WELL AS ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH
RESPECT TO THE TENDER OFFER OR WHETHER TO TENDER THEIR SHARES OF
RPX COMMON STOCK PURSUANT TO THE OFFER, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION (INCLUDING THE
TERMS AND CONDITIONS OF THE TENDER OFFER) AND THE PARTIES
THERETO.
Forward-Looking Statements
Certain statements in this communication are forward-looking
statements, including, without limitation, the statements made
concerning the pending acquisition of RPX by Purchaser. In some
cases, you can identify forward-looking statements by the following
words: "may," "will," "could," "would," "should," "expect,"
"intend," "plan," "anticipate," "believe," "estimate," "predict,"
"project," "aim," "potential," "continue," "ongoing," "goal,"
"can," "seek," "target" or the negative of these terms or other
similar expressions, although not all forward-looking statements
contain these words. These statements reflect RPX's current views
concerning future events, including the planned completion of the
tender offer and the anticipated merger, and are based on a number
of assumptions that could ultimately prove inaccurate. As a general
matter, forward-looking statements are those focused upon
anticipated events or trends, expectations, and beliefs relating to
matters that are not historical in nature. Such forward-looking
statements are subject to uncertainties and factors relating to
RPX's operations and business environment, all of which are
difficult to predict and many of which are beyond the control of
RPX. Among others, the following factors could cause actual results
to differ materially from those set forth in the forward-looking
statements: (i) uncertainties as to the timing of the tender offer
and the anticipated merger; (ii) uncertainties as to how many RPX
stockholders will tender their shares of RPX common stock in the
anticipated merger; (iii) the possibility that competing offers
will be made, (iv) the possibility that various closing conditions
for the transaction may not be satisfied or waived; (v) the risk
that the merger agreement may be terminated in circumstances
requiring RPX to pay a termination fee; (vi) risks related to
obtaining the requisite consents to the tender offer and the
anticipated merger, including, without limitation, the risk that a
regulatory approval that may be required for the proposed
transaction, including under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR Act) and the German Act of Restraints
of Competition 1957, as amended (GWB), is delayed, is not obtained,
or is obtained subject to conditions that are not anticipated;
(vii) the possibility that the transaction may not be timely
completed, if at all; (viii) the risk that, prior to the completion
of the transaction, if at all, RPX's business and its relationships
with employees, collaborators, vendors and other business partners
could experience significant disruption due to transaction-related
uncertainty; (ix) the risk that stockholder litigation in
connection with the tender offer or the anticipated merger may
result in significant costs of defense, indemnification and
liability; and (x) the risks and uncertainties pertaining to RPX's
business, including those detailed under "Risk Factors" and
elsewhere in RPX's public periodic filings with the SEC, as well as
the tender offer materials to be filed by Purchaser and the
Solicitation/Recommendation Statement to be filed by RPX in
connection with the tender offer. Other factors that could cause
actual results to differ materially include those set forth in
RPX's SEC reports, including, without limitation, the risks
described in RPX's Annual Report on Form 10-K for its fiscal year
ended December 31, 2017, which is on
file with the SEC. The reader is cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof. All forward-looking statements are qualified in
their entirety by this cautionary statement and RPX undertakes no
obligation to revise or update this report to reflect events or
circumstances after the date hereof, except as required by law.
CONTACTS
RPX Corporation
Investor Contact:
JoAnn Horne
Market Street Partners
415-445-3233
ir@rpxcorp.com
Media Contacts:
John Christiansen / Pete Siwinski
Sard Verbinnen & Co
415-618-8750
HGGC
Gabriel Ross
Stanton
Gross@StantonPRM.com
646-502-3576
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SOURCE RPX Corporation