SAN FRANCISCO and PALO ALTO, Calif., June
19, 2018 /PRNewswire/ -- RPX Corporation (NASDAQ: RPXC)
("RPX") and HGGC, LLC ("HGGC") today announced that HGGC's
affiliate, Riptide Purchaser, Inc. ("Purchaser"), has successfully
completed the previously announced tender offer (the "Offer") to
acquire all outstanding shares of RPX's common stock at a purchase
price of $10.50 per share, net to the
seller in cash, subject to reduction for any applicable withholding
taxes in respect thereof, without interest.
The Offer expired as scheduled at one minute after 11:59 p.m., New York
City time, on June 18, 2018.
As of the expiration of the Offer, 34,330,652 shares of common
stock of RPX were validly tendered into and not validly withdrawn
from the Offer (not including 910,497 shares tendered pursuant to
notices of guaranteed delivery), representing approximately 68% of
RPX's outstanding shares. The condition to the Offer that a number
of shares that, when added to the shares already owned by Purchaser
and Riptide Parent, LLC ("Parent") or their respective affiliates,
represents in the aggregate at least one share more than 50% of the
then-outstanding shares of RPX's common stock (including shares
underlying certain stock options) be validly tendered and received
and not validly withdrawn prior to the expiration of the Offer was
satisfied, and, accordingly, all shares that were validly tendered
and not validly withdrawn prior to the expiration of the Offer were
accepted for payment. Parent is promptly paying for all such
tendered shares in accordance with the terms of the Offer.
As a result of its acceptance of the shares tendered in the
Offer, HGGC has acquired a sufficient number of shares of RPX's
common stock to close the merger of Purchaser with and into RPX,
without the affirmative vote of RPX's other stockholders, pursuant
to Section 251(h) of the Delaware General Corporation Law. The
merger is expected to be completed today.
"We are pleased with this result, and we are excited to partner
with the RPX management team," said Rich
Lawson, HGGC CEO and Co-Founder. "We look forward to being
part of RPX's future and helping the RPX team continue to serve the
best interests of its growing client network."
"We are confident that by leveraging the experience and
resources of HGGC, we will help RPX achieve its next phase of
growth and strengthen its leadership position in patent risk and
discovery management services," said Steven
Leistner, HGGC Principal.
"HGGC's commitment to our vision, combined with its strong
financial support, allows us to invest in opportunities that serve
the needs of our clients for the long-term, while continuing to
provide the innovative services on which our clients rely," said
Marty Roberts, Chief Executive
Officer and President of RPX. "We look forward to working alongside
HGGC to achieve the goals of both RPX and Inventus."
Upon the completion of the merger, RPX will become a wholly
owned subsidiary of Parent and a wholly owned portfolio company of
HGGC. Each outstanding share of RPX's common stock that was not
validly tendered in the Offer (other than shares owned by
Purchaser, Parent, RPX (as treasury stock), any wholly owned
subsidiary of Parent or RPX, or by any stockholder of RPX who is
entitled to and properly demands and perfects appraisal of such
shares pursuant to, and complies in all respects with, the
applicable provisions of Delaware
law) will be cancelled and converted into the right to receive an
amount in cash equal to the same $10.50 offer price per share net to the seller,
subject to reduction for any applicable withholding taxes in
respect thereof, without interest. In addition, the parties
anticipate that the common stock of RPX will cease to be traded on
the NASDAQ at the close of market on June
19, 2018, following the completion of the merger, unless the
merger is completed prior to the NASDAQ opening today, in which
case the stock will not trade today. A notice of delisting with
respect to shares of RPX is expected to be filed promptly by the
NASDAQ.
About RPX
RPX (NASDAQ: RPXC) is the leading provider of patent risk and
discovery management solutions. Since its founding in 2008, RPX has
introduced efficiency to the patent market by providing a rational
alternative to litigation. The San
Francisco-based company's pioneering approach combines
principal capital, deep patent expertise, and client contributions
to generate enhanced patent buying power. By acquiring patents and
patent rights, RPX helps to mitigate and manage patent risk for its
growing client network.
As of March 31, 2018, RPX had
invested over $2.4 billion to acquire
more than 26,000 US and international patent assets and rights on
behalf approximately 320 clients in eight key sectors: automotive,
consumer electronics and PCs, E-commerce and software, financial
services, media content and distribution, mobile communications and
devices, networking, and semiconductors.
RPX subsidiary Inventus is a leading international discovery
management provider focused on reducing the costs and risks
associated with the discovery process through the effective use of
technology solutions. Inventus has been providing litigation
support services to corporate legal departments, law firms and
government agencies since 1991.
About HGGC
HGGC is a leading middle-market private equity firm with
$4.3 billion in cumulative capital
commitments. Based in Palo Alto,
Calif., HGGC is distinguished by its "Advantaged Investing"
approach that enables the firm to source and acquire scalable
businesses at attractive multiples through partnerships with
management teams, founders and sponsors who reinvest alongside
HGGC, creating a strong alignment of interests. Over its history,
HGGC has completed over 90 platform investments, add-on
acquisitions, recapitalizations and liquidity events with an
aggregate transaction value of more than $17
billion. More information is available at www.hggc.com.
Forward-Looking Statements
This press release contains forward-looking statements. When
used in this press release, the words "can," "will," "believes,"
"intends," "expects," "is expected," similar expressions and any
other statements that are not historical facts are intended to
identify those assertions as forward-looking statements. These
forward-looking statements include statements regarding acquisition
benefits to HGGC, the expected consummation of the merger, the
expected delisting of RPX shares from the NASDAQ and the other risk
factors set forth from time to time in RPX's most recent Annual
Report on Form 10-K, RPX's most recent Quarterly Report on Form
10-Q and RPX's other filings with the SEC, copies of which are
available free of charge at the SEC's website at www.sec.gov or
upon request from RPX's investor relations department. Such
statements are based on a number of assumptions that could
ultimately prove inaccurate, and are subject to a number of risks.
RPX does not assume any obligation to update any forward-looking
statement, whether as a result of new information, future events or
otherwise, unless required by law.
Contacts
For RPX:
Investor Contact:
JoAnn Horne
Market Street Partners
415-445-3233
ir@rpxcorp.com
Media Contact:
Jen Costa
RPX Corporation
415-852-3180
media@rpxcorp.com
For HGGC:
Gabriel Ross Stanton
646-502-3576
Gross@StantonPRM.com
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SOURCE RPX Corporation