Xperi Holding Corporation (Nasdaq: XPER), ("Xperi" or the
"Company") today announced that its Board of Directors (“Board”)
has formally approved the previously announced separation of the
Company’s product business from the company’s IP licensing
business, into two independent publicly traded companies. In
connection with the approved separation, Xperi announced that Xperi
Inc. (“Xperi Inc.”), the new holding company for the product
business, publicly filed a registration statement on Form 10 with
the U.S. Securities and Exchange Commission (the “SEC”) relating to
the intended separation and distribution of the product business of
the Company. In addition to the Form 10, the Company also filed a
Current Report on Form 8-K with the SEC to disclose certain
Non-GAAP financial results of Xperi Inc.
At the effective time of the separation Xperi Inc. will begin
trading on the New York Stock Exchange under the symbol “XPER”.
Additionally, at the effective time of the separation the remaining
IP licensing business from Xperi Holding Corporation will be named
Adeia Inc. (“Adeia”). Adeia will trade on the Nasdaq under the
symbol “ADEA”.
“Today represents an important and exciting milestone in moving
toward completion of our planned separation,” said Jon Kirchner,
chief executive officer of Xperi. “The realization of this
strategic separation is the result of years of effort to transform
and to better position two large scale businesses to capture growth
in the next industry transitions and unlock meaningful shareholder
value.”
Separation Details
The separation will be effected by means of a pro rata
distribution of Xperi Inc. shares of common stock to existing
holders of Xperi common stock. For U.S. federal income tax
purposes, the distribution is intended to be tax-free to Xperi
shareholders. Holders of Xperi common stock as of the record date
are not being asked to take any action to receive Xperi Inc. common
stock in the distribution. No stockholder approval of the
distribution is required, and shareholders do not need to pay any
consideration, exchange, or surrender existing shares of Xperi
common stock or take any other action to receive shares of Xperi
Inc. common stock. The distribution will not affect the number of
outstanding shares of Xperi common stock or any rights of Xperi
stockholders.
The separation is subject to certain customary conditions,
including final approval and effectiveness of the Form 10
registration statement.
The Form 10 registration statement is available at www.sec.gov
under “Xperi Inc”.
About Xperi Holding Corporation
Xperi invents, develops, and delivers technologies that enable
extraordinary experiences. Xperi technologies, delivered via its
brands (Adeia, DTS, HD Radio, IMAX Enhanced, TiVo), and by its
startup, Perceive, make entertainment more entertaining, and smart
devices smarter. Xperi technologies are integrated into billions of
consumer devices, media platforms, and semiconductors worldwide,
driving increased value for partners, customers and consumers.
Xperi, Adeia, DTS, IMAX Enhanced, HD Radio, Perceive, TiVo and
their respective logos are trademarks or registered trademarks of
affiliated companies of Xperi Holding Corporation in the United
States and other countries. All other company, brand and product
names may be trademarks or registered trademarks of their
respective companies.
About Adeia
Adeia invents, develops and licenses fundamental innovations
that shape the way millions of people explore and experience
entertainment in an increasingly connected world. From TVs to
smartphones, and across all types of entertainment experiences,
Adeia’s technologies allow users to manage content and connections
in a way that is smart, immersive and personal. For more
information, please visit adeia.com.
Safe Harbor Statement
This press release contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on the Company’s current expectations,
estimates and projections about the Company’s financial results,
forecasts, business outlook, and the Spin-Off timing. In this
context, forward-looking statements often address expected future
business, financial performance and financial condition, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“potentially,” “estimate,” “continue,” “expect,” “target,” similar
expressions or the negatives of these words or other comparable
terminology that convey uncertainty of future events or outcomes.
All forward-looking statements by their nature address matters that
involve risks and uncertainties, many of which are beyond our
control, and are not guarantees of future results. These and other
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements. Accordingly, there are or will be
important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore,
you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking statements.
Important risk factors that may cause such a difference include,
but are not limited to: anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenue, cost savings,
expenses, earnings, synergies, economic performance, indebtedness,
financial condition, losses, future prospects, business strategies,
and expansion and growth of the Company’s businesses; the Company’s
ability to implement its business strategy; pricing trends,
including the Company’s ability to achieve economies of scale; the
ability of the Company to retain and hire key personnel;
uncertainty as to the long-term value of the Company’s common
stock; legislative, regulatory and economic developments affecting
the Company’s business; general economic and market developments
and conditions; the evolving legal, regulatory and tax regimes
under which the Company operates; unpredictability and severity of
catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, including Russia’s
invasion of Ukraine, and natural disasters; the extent to which the
COVID-19 pandemic continues to have an adverse impact on our
business, results of operations, and financial condition will
depend on future developments, including measures taken in response
to the pandemic, which are highly uncertain and cannot be
predicted; the impact of supply chain constraints on our customers;
and the Spin-Off. These risks, as well as other risks associated
with the business, are more fully discussed in the Company’s
filings with the SEC, including the Company’s Annual Report on Form
10-K. While the list of factors presented here is, and the list of
factors presented in the Company’s filings with the SEC are,
considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which
could have a material adverse effect on the Company’s consolidated
financial condition, results of operations, liquidity or trading
price of common stock. The Company does not assume any obligation
to publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.
XPER-E
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version on businesswire.com: https://www.businesswire.com/news/home/20220829005231/en/
Xperi Investor Contact: Jill Koval, Arbor Advisory Group
+1 203-832-4449 ir@xperi.com
Media Contact: Amy Brennan, Senior Director, Corporate
Communications +1 949-518-6846 amy.brennan@xperi.com
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