Transmeta Announces Agreement with Riley Investment Management, LLC
15 Julio 2008 - 4:00PM
Business Wire
Transmeta Corporation (NASDAQ:TMTA) today announced that it has
entered into a settlement agreement and release with the entities
and persons affiliated with Riley Investment Management, LLC,
resolving all proxy matters and other issues relating to Transmeta.
The agreement provides, among other things, for the following:
Transmeta will promptly increase the total number of directors on
its Board of Directors from seven to nine, divided evenly among its
three Classes Transmeta�s Board of Directors will promptly elect J.
Michael Gullard to join the Board as a director in Class I and
appoint him to its Compensation Committee Transmeta will include
Bryant R. Riley in its proxy materials as a nominee for election to
the Board of Directors as a director in Class II and use its
reasonable best efforts to cause Mr. Riley�s election to the Board
at its 2008 annual meeting, which has not been scheduled but is
expected to be held on or before September 30, 2008 the Riley
entities will vote their shares in favor of Transmeta�s slate of
nominees for election to the Board of Directors at the company�s
2008 annual meeting, and will not solicit proxies in connection
with that meeting the Riley entities will abide by certain
confidentiality and standstill obligations through the completion
of Transmeta�s 2010 annual meeting, including an agreement not to
acquire an aggregate beneficial ownership position of more than 13%
of Transmeta�s outstanding common stock. The Riley entities
currently own approximately 1,357,364 shares of Transmeta common
stock, representing approximately 11.2 percent of Transmeta�s
outstanding shares. the Riley entities and Transmeta will file a
joint stipulation to dismiss with prejudice the RIM shareholder
derivative litigation against Transmeta�s directors and officers,
with each party to bear its own fees and costs the Riley entities
and Transmeta entered into a general mutual release of claims. �We
are pleased to have achieved this agreement with the Riley Group
and believe that it best serves the interests of Transmeta and its
shareholders,� said Les Crudele, president and CEO of Transmeta.
�Through this agreement, Transmeta and RIM will avoid a costly and
disruptive proxy contest at a time when the company is exploring a
full range of strategic alternatives to enhance shareholder value.
We look forward to working with both Mr. Gullard and Mr. Riley.� J.
Michael Gullard has served since 1984 as a general partner of
Cornerstone Management, a venture capital and consulting firm that
provides strategic focus and direction for technology companies,
primarily in the software and data communications industries. He
also serves on the board of directors of Alliance Semiconductor,
JDA Software Group, Inc., Proxim Wireless, Inc. and Planar Systems,
Inc., each a Nasdaq listed company, and DynTek, Inc. From 1992 to
2004, he served as Chairman of NetSolve, Incorporated, a provider
of IT infrastructure management services on an outsourced basis.
From 1996 to 2004, Mr. Gullard also served as Chairman of Merant
PLC (formerly Micro Focus Group Ltd.), a provider of change
management software tools. Earlier in his career, Mr.�Gullard held
several executive and management positions at Telecommunications
Technology Inc. and Intel Corporation. Mr. Gullard holds a B.A.
degree in economics from Stanford University and an M.B.A. degree
from the Stanford Graduate School of Business. Bryant R. Riley is
both founder and Chairman of B. Riley�& Co., Inc., a Southern
California based brokerage firm providing research and trading
ideas primarily to institutional investors. Mr.�Riley is also the
founder and Chairman of Riley Investment Management, LLC, an
investment adviser which provides investment management services.
He also serves on the board of directors of Alliance Semiconductor,
Aldila, Inc., DDi Corporation, and Silicon Storage Technology,
Inc., each a Nasdaq listed company. Prior to 1997, Mr.�Riley held a
variety of positions in the brokerage industry, primarily as an
Institutional Salesman and Trader. From October 1993-January 1997
he was a co-head of Equity at Dabney-Resnick, Inc., a Los Angeles
based brokerage firm. From 1991-1993 he was a co-founder of
Huberman-Riley, a Texas based brokerage firm. Mr.�Riley graduated
from Lehigh University in 1989 with a B.S. in finance. �I
appreciate the opportunity to be elected to the Board of
Transmeta,� said Bryant R. Riley. �During the past several weeks, I
have met the independent directors and feel confident that we can
work together to enhance value for Transmeta shareholders. I look
forward to working closely with the other directors to benefit the
company and its shareholders.� About Transmeta Corporation
Transmeta Corporation develops and licenses innovative computing,
microprocessor and semiconductor technologies and related
intellectual property. Founded in 1995, we first became known for
designing, developing and selling our 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. We are presently
focused on developing and licensing our advanced power management
technologies for controlling leakage and increasing power
efficiency in semiconductor and computing devices, and in licensing
our computing and microprocessor technologies to other companies.
To learn more about Transmeta, visit www.transmeta.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. 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 our actual results or future events. Important risk
factors that could have material or adverse effects on our results
include practical operational challenges following our recent
restructuring and change of business model, the potential loss of
key technical and business personnel, uncertainty about the
adoption and market acceptance of our technology offerings by
current and potential customers and licensees, our inability to
predict or ensure that third parties will license our technologies
or use our technologies to generate royalties, difficulties in
developing our technologies in a timely and cost effective manner,
patents and other intellectual property rights, and other risk
factors. We urge investors to review our filings with the
Securities and Exchange Commission, including our most recent
reports on Forms 10-K, 10-Q and 8-K, which describe these and other
important risk factors that could have an adverse effect on our
results. We undertake no obligation to revise or update publicly
any forward-looking statement for any reason. Transmeta and
LongRun2 are trademarks of Transmeta Corporation. All other product
or service names mentioned herein are the trademarks of their
respective owners.
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