Boehlke and the remaining members of the Board will continue with business as usual, and the Company will continue its perennial underperformance. Boehlke "to force the removal of directors who do not support him and to independently find new directors." We believe that even with the addition of two new independent directors, Mr. Goodrich and Rivette also made a disturbing reference to efforts by Mr. Boehlke of "arrogat to himself necessary board review and guidance of management." Messrs. Goodrich and Rivette asserted that "current board leadership has prevented effective operating oversight," and they accused Mr. The resignation letter delivered by former directors John Goodrich and Kevin Rivette made clear to us that absent a change in the majority of the Board, any new independent directors who push for significant changes at Tessera will be marginalized. A settlement offer that merely returns the composition of the Board to this problematic status quo would fail to address the deeper issues at the Company and in the boardroom. Just recently, two directors who had been pushing internally for actions to address Tessera's underperformance resigned from the Board citing troubling governance issues with the Board and its chairman. As we proposed to the Company in our settlement offer, we only intend to seek the election of one direct representative of Starboard. We also want to make clear to you that our goal is not to control the Board, but to reconstitute it with extremely accomplished and independent individuals who have the requisite skill sets to lead Tessera on a path to long-term success. We are writing to you now to explain why the Company's offer is inadequate and entirely unacceptable to us, and why you, too, should find it unacceptable. However, in Tessera's case, we do not believe a change in a minority of its board of directors (the "Board") will have the desired impact because of the consolidation of power around the Company's chairman, Robert Boehlke, and its CEO, Robert Young, and the other directors' apparent unwavering support of these individuals despite serious allegations against them.ĭuring the course of this proxy contest, the Company is going to attempt to make Starboard appear unreasonable for not accepting the Company's settlement offer to add two independent, Starboard-recommended candidates to the Board, and will accuse us of trying to take control of the Board. With most of our portfolio companies, we are able to accomplish our goals and create shareholder value by obtaining minority representation on their boards of directors. Starboard has a long history of working constructively with management teams and boards of directors of undervalued and underperforming public companies to identify and execute on opportunities to unlock value for the benefit of all shareholders. Our interests are directly aligned with yours and we believe that there is significant value to be realized at Tessera. ("Tessera" or the "Company"), making us one of the Company's largest shareholders. Starboard Value LP, together with its affiliates ("Starboard"), currently owns approximately 7.6% of the outstanding common shares of Tessera Technologies, Inc. Open Letter to Shareholders of Tessera Technologies, Inc. (NASDAQ: TSRA) ("Tessera" or the "Company") with approximately 7.6% of the outstanding common stock of the Company, announced today that it has delivered an open letter to the shareholders of Tessera, the full text of which is included below: NEW YORK, Ma/PRNewswire/ - Starboard Value LP (together with its affiliates, "Starboard"), one the largest shareholders of Tessera Technologies, Inc.
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