News Article
Transmeta announces agreement with Riley Investment Management
The
corporation announced that it has entered into a settlement agreement
and release with the entities and persons affiliated with Riley
Investment Management, 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.”
“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.”
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.”
“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.”