We are very pleased by Amici Capital's endorsement and support for our entire slate of director nominees at the upcoming Annual Meeting. After considering the merits of each side's proposals, and the results of our interviews and meetings with the nominees, we believe that Starboard's nominees are considerably better qualified to optimize the value of the Company's assets." Starboard's nominees have substantial direct experience in monetizing intellectual property and they have demonstrated an excellent understanding of the Company's digital optics business. We believe that Starboard's nominees are the superior choice to represent shareholders on the Company's Board of Directors. We then combined these discussions with observations developed during our nearly five years of share ownership. "Over the last two months, in preparation for the upcoming annual meeting, we have engaged with each of the thirteen nominees who have been proposed by the Company and Starboard, respectively. In its public announcement, Amici Capital stated:
#Tessera technologies stock full#
As you may have seen yesterday, the largest shareholder of Tessera, Amici Capital, which owns over four million shares, issued a public press release stating its support for Starboard's full slate of nominees and its intention to vote all of their shares on Starboard's WHITE proxy card. The good news is that shareholders have seen through these transparent actions. They have repeatedly attempted to misrepresent our plan for Tessera, make false claims about our director nominees, and use manipulative tactics to make late-stage corporate governance changes to tip the balance in their favor.
Unfortunately, management and the Board have taken a very different approach in this contest. Throughout this campaign, we have endeavored to gain your support based on presenting the facts, outlining our detailed action plan, and proposing a clearly superior slate of director nominees with specifically relevant credentials for Tessera. Left to its own devices and absent external pressure, it did not appear that the Board would take such initiative on its own to address the Company's many deficiencies and shortcomings. Starboard therefore undertook, on behalf of shareholders, an intensive process to identify a world-class slate of director candidates committed to executing a thorough strategic turnaround at Tessera. The Board was in disarray and extremely dysfunctional, high levels of turnover persisted at the executive ranks, and there was no end in sight for the extended period of dramatic financial and stock price underperformance that we as shareholders had been forced to endure for far too long. Just a few short months ago, Tessera was severely broken. As you know, we are one of the largest shareholders of Tessera and our interests are directly aligned with yours.
As we have continually communicated to you through detailed letters and presentations, we believe we have put forth a superior slate of director nominees and a highly credible action plan to put Tessera back on track towards long-term value creation. Open Letter to Shareholders of Tessera Technologies, Inc.Īs you know, we are about one week away from Tessera's 2013 Annual Meeting where shareholders will have the chance to elect a new Board of Directors. The full text of the letter is included below:
(Nasdaq: TSRA) ("Tessera" or the "Company") with approximately 7.7% of the outstanding common stock of the Company, today has issued an open letter to Tessera shareholders following an announcement yesterday by Amici Capital, LLC ("Amici Capital"), the Company's largest shareholder, that Amici Capital is supporting the election of all six of Starboard's highly qualified director candidates at the upcoming Annual Meeting. NEW YORK, /PRNewswire/ - Starboard Value LP (together with its affiliates, "Starboard"), one of the largest shareholders of Tessera Technologies, Inc.
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