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.
Adeia is a leading R&D and intellectual property (IP) licensing company that accelerates the adoption of innovative technologies in the media and semiconductor industries. Adeia’s fundamental innovations underpin technology solutions that are shaping and elevating the future of digital entertainment and electronics. Adeia’s IP portfolios power the connected devices that touch the lives of millions of people around the world every day as they live, work and play. For more, please visit www.adeia.com.
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