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| MIPS > SEC Filings for MIPS > Form 8-K on 17-Dec-2012 | All Recent SEC Filings |
17-Dec-2012
Other Events, Financial Statements and Exhibits
On December 16, 2012, MIPS Technologies, Inc. ("MIPS") announced that it entered into an amendment (the "Amendment") to the Agreement and Plan of Merger by and among MIPS, Imagination Technologies Group plc (LSE: IMG) ("Imagination") and Imagination Acquisition Sub, Inc. previously announced on November 5, 2012, as amended on December 9, 2012. The Amendment provides for an increased purchase price of $100 million.
A copy of the press release issued by MIPS on December 16, 2012 is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
On December 16, 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 99.2 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) Exhibits.
Exhibit
No. Description
99.1 Press release issued by MIPS Technologies, Inc. on December 16, 2012.
99.2 Letter from Sandeep Vij, Chief Executive Officer of MIPS Technologies,
Inc., to MIPS' employees, dated December 16, 2012.
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