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| MIPS > SEC Filings for MIPS > Form 8-K on 10-Dec-2012 | All Recent SEC Filings |
10-Dec-2012
Entry into a Material Definitive Agreement, Other Events, Financial Stateme
On December 9, 2012, MIPS Technologies, Inc., a Delaware corporation ("MIPS" or
the "Company"), entered into Amendment No. 1 (the "Amendment") to the Agreement
and Plan of Merger (the "Merger Agreement") dated November 5, 2012, by and among
the Company, Imagination Technologies Group plc, a public limited company
incorporated under the laws of England and Wales ("Imagination Technologies"),
and Imagination Acquisition Sub, Inc., a Delaware corporation and indirect
wholly owned subsidiary of Imagination Technologies. Pursuant to the Amendment,
(i) the Aggregate Merger Consideration (as defined in the Merger Agreement) was
increased from $60,000,000 to $80,000,000, (ii) the Company updated its
capitalization representation and (iii) the conditions to closing requiring the
approval of the Committee on Foreign Investment in the United States and the
delivery of a certificate that MIPS is not a real property holding corporation
were removed.
Other than as expressly modified pursuant to the Amendment, the Merger Agreement, which was previously filed by the Company as Exhibit 2.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on November 8, 2012, remains in full force and effect as originally executed on November 5, 2012. The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
On December 9, 2012, in connection with the execution of the Amendment, Sandeep Vij, Chief Executive Officer of MIPS, sent a letter to MIPS' employees notifying them of the Amendment. The letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional Information and Where You Can Find It
This communication may be deemed to be solicitation material in respect of the
proposed transaction between MIPS and Imagination Technologies. In connection
with the proposed transaction, MIPS intends to file a definitive proxy statement
and other relevant materials with the SEC. The proxy statement and other
relevant materials, and any other documents to be filed by MIPS with the SEC,
may be obtained free of charge at the SEC's website at www.sec.gov or from MIPS'
website at www.mips.com or by contacting MIPS Investor Relations at:
ir@mips.com. Investors and security holders of MIPS are urged to read the proxy
statement and the other relevant materials when they become available before
making any voting or investment decision with respect to the proposed
transaction between MIPS and Imagination Technologies because they will contain
important information about the transaction and the parties to the transaction.
MIPS and its executive officers, directors and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from MIPS' stockholders in favor of the proposed transaction. A list of the names of MIPS' executive officers and directors and a description of their respective interests in MIPS are set forth in the proxy statement for MIPS' 2011 Annual Meeting of Stockholders, MIPS' 2012 Annual Report on Form 10-K and Amendment No. 1 thereto, in any documents subsequently filed by its directors and executive officers under the Securities Exchange Act of 1934, as amended, and the proxy statement and other relevant materials filed with the SEC in connection with the transactions when they become available. Certain executive officers and directors of MIPS have interests in the proposed transaction that may differ from the interests of stockholders generally, including benefits conferred under retention, severance and change in control arrangements and continuation of director and officer insurance and indemnification. These interests and any additional benefits in connection with the proposed transaction will be described in the proxy statement relating to such transaction when it becomes available.
(d) The following exhibits are filed with this Current Report on Form 8-K:
2.1 Amendment No. 1 to Agreement and Plan of Merger, dated December 9, 2012, by and among MIPS Technologies, Inc., Imagination Technologies Group plc and Imagination Acquisition Sub, Inc.*
99.1 Letter from Sandeep Vij, Chief Executive Officer of MIPS Technologies, Inc., to MIPS' employees, dated December 9, 2012.
* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
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