Highlights the decisive actions taken by the board and management to drive improved performance and deliver value to shareholders
Board asks shareholders to vote “yes” on all five candidates for Xperi’s blue proxy card.
San Jose, California, April 30, 2024–(BUSINESS WIRE)–Xperi Inc. (NYSE: XPER), an entertainment technology company that invents, develops, and delivers technology that enables extraordinary experiences. ) today released an investor presentation providing an overview of Xperi. Over the years, we have transformed into an independent, product-focused technology company positioned to drive long-term value for our shareholders.
This presentation details why the Xperi Board of Directors (the “Board”) encourages stockholders to vote. “for” All five of Xperi's outstanding candidates blue Proxy Card for the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) scheduled to be held on May 24, 2024. Rubric Capital Master Fund LP (“Rubric Capital”), one of our stockholders, has nominated two replacement candidates for the Board of Directors.
This presentation can be viewed by visiting 2024 XPER Proxy Presentation. The presentation and other important information related to the Annual Meeting can also be found at https://investor.xperi.com.
Key highlights of the presentation include:
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Xperi's Board of Directors has transformed, restructured, and repositioned the company for long-term success. The Board of Directors has made several changes from Tessera, a business that relied heavily on semiconductor IP licenses, to a company focused on consumer entertainment technology, including separation from traditional IP licenses and new business acquisitions and growth. took decisive action to implement a year-long business transformation. Sale of Business and Non-Core Assets.
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Xperi's strategy is driving growth and strong performance. Since our separation from Adeia in 2022, we achieved five consecutive quarters of year-over-year revenue growth through December 31, 2023, and our adjusted EBITDA and adjusted EBITDA margin were the highest in our history.1 Xperi's total shareholder return exceeded its peers, and its valuation multiple increased as the market recognized its progress from Q4 2022 onwards. The business transformation is expected to result in continued revenue growth and profit margin expansion in 2024. It will continue to gain momentum.
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Xperi has a good board of directors to oversee its strategy. Xperi's current directors are dedicated and experienced, with expertise in key growth areas such as content monetization, consumer and media technology, automotive software, subscription-based business models, streaming media and product development. . Additionally, the Board has considered strengthening its own capabilities. In fact, the Board conducted a comprehensive search and selection process to identify two new, diverse, independent director candidates that it had planned to nominate this year before Rubrik Capital abruptly filed its notice of director nomination. had already been identified.
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Rubric Capital's director candidates bring no value to Xperi's board and, if selected, would replace directors with significant skills and industry knowledge. Rubrik aims to replace half of Xperi's independent directors (including the chair of the board of directors and the chair of the nominating and corporate governance committee) with two director nominees. (who oversees businesses that are not currently part of our company) and a close friend of his with experience primarily in healthcare marketing, corporate communications and branding. If Rubrik's candidate is elected, the board will be significantly weakened by the removal of two seasoned directors with relevant experience.
Board of Directors Encourages Shareholders to Vote “for” All five Xperi candidates and two Rubric candidates were placed on hold. blue Proxy cards related to upcoming annual general meetings.
Shareholders who have questions or need assistance voting their shares should contact our attorney Morrow Sodali at (203) 658-9400 or by telephone. XPER@info.morrowsodali.com.
About Experi
Xperi invents, develops and delivers technology that enables extraordinary experiences. Xperi technology is available through its own brands (DTS®, HD Radio™, TiVo®) and its startup, Perceive, and is integrated into billions of consumer devices and media platforms around the world, including smart devices, We're powering entertainment experiences with connected cars, IMAX, and more. ® Enhanced is a certification and licensing program operated by IMAX Corporation and DTS, Inc. Xperi creates an integrated ecosystem that reaches engaged consumers and drives increased value for partners, customers, and consumers.
©2024 Xperi Inc. All rights reserved. Xperi, TiVo, DTS, HD Radio, DTS Play-Fi, Perceive and their respective logos are trademarks or registered trademarks of Xperi Inc. or its subsidiaries in the United States and other countries. IMAX is a registered trademark of IMAX Corporation. All other trademarks and content are the property of their respective owners.
Forward-looking statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to historical facts should be deemed forward-looking statements. Statements regarding: expectations regarding long-term trends, our future results of operations and financial condition, margin expansion and overall growth (including, without limitation, expected adjusted EBITDA growth), the strength of our Board of Directors; and capabilities, our corporate governance oversight and strategy, goals for future operations and ongoing strategy. These forward-looking statements are based on information available to us as of the date of this document and on our current expectations, assumptions, estimates and projections that involve risks and uncertainties. In some cases, words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “may,” “seek,” “see,” and “schedule” You may identify forward-looking statements by. “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” and the negation of these words. The negative of an expression or similar term that conveys uncertainty about future events or results. These statements involve risks, uncertainties and risks that could cause actual results, activity levels, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Other factors are included. These risks, uncertainties and other factors are discussed in “Risk Factors” and “Management Regarding Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Government. It is written in the caption “Discussion and analysis of the group''. Securities and Exchange Commission (“SEC”) and other documents we file from time to time with the SEC. Forward-looking statements speak only as of the date of this press release and are based on information available to the Company as of the date of this press release, which the Company undertakes no obligation to make publicly, and which it does not undertake to make publicly available. I have no intention of doing so. Except as required by securities and other applicable laws, we will provide revisions or updates to forward-looking statements if circumstances change, whether as a result of new information, future developments or otherwise.
Additional information and where to find it
Xperi has filed with the SEC a definitive proxy statement on Schedule 14A, including the form of a blue proxy card, in connection with the solicitation of proxies for the annual meeting. This notice is not a substitute for any proxy statement or other documents that Xperi may file with the SEC in connection with the solicitation by Xperi.
Investors and security holders are urged to carefully read the proxy statement filed by XPERI (including any amendments or supplements thereto) and other relevant documents filed with the stock exchanges. Information regarding any solicitation.
Investors and security holders may obtain free copies of these and other documents filed by Xperi with the SEC through a website maintained by the SEC at www.sec.gov. Copies of documents filed by Xperi may also be obtained free of charge by visiting Xperi's website at www.xperi.com.
Endnotes:
1 Non-GAAP Measures: Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. Adjusted EBITDA excludes the effects of interest expense, income taxes, stock-based compensation, depreciation and amortization, amortization of intangible assets, amortization of capitalized cloud computing costs, goodwill impairment, and impairment of long-lived assets from GAAP profit or loss. Defined as subtracted. , and one-time costs associated with transactions, separations, integrations or restructurings. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue. Management believes that the non-GAAP measures used in this press release provide investors with an important view of the Company's ongoing business and financial performance and are consistent with the Company's core performance indicators that reflect the Company's normal business operations. We believe that this will provide a clearer understanding of sales performance. The non-GAAP financial measures we disclose should not be considered a substitute for or superior to financial measures calculated in accordance with GAAP.
With respect to Adjusted EBITDA Margin, we may unreasonably quantitatively reconcile this forward-looking non-GAAP measure with the most directly comparable forward-looking GAAP measure with reasonable confidence in its accuracy. was judged to be impossible. Items such as the impact of restructuring or specific tax adjustments or changes in tax law are inherently uncertain and depend on a variety of factors, many of which are beyond our control.
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contact address
Xperi Investor Contact:
mike iberg
Vice President of Investor Relations
+1 408-321-3827
ir@xperi.com
Media contact:
amy brennan
Senior Director of Corporate Communications
+1 949-518-6846
amy.brennan@xperi.com