Transmeta Reports Third Quarter 2008 Results

Transmeta Corporation (NASDAQ: TMTA) today announced financial results for the third quarter ended September 30, 2008.

Revenue for the third quarter of 2008 was $25.3 million, compared with $366,000 for the second quarter of 2008. Revenue in both the third and second quarters of 2008 was derived from licensing activities.

Total operating expenses for the third quarter of 2008 resulted in a gain of $3.5 million, compared with expenses of $1.9 million in the second quarter of 2008. Third quarter operating expenses included $2.9 million of income from two previously announced agreements with Intel entered into during the quarter. Third quarter operating expenses also included $5.9 million of income from the December 2007 settlement and licensing agreement with Intel, and non-cash stock compensation charges of $887,000.

In the third quarter, Transmeta recorded interest income of $1.8 million, including $1.2 million of imputed interest income from the December 2007 settlement and licensing agreement with Intel. Net income was $30.6 million, or $2.31 per share, compared with $214,000, or $0.02 per share, in the second quarter of 2008.

Transmeta’s cash, cash equivalents and short term investments at September 30, 2008 totaled $255.2 million. Cash at September 30, 2008 included the $91.5 million payment received from Intel pursuant to the technology licensing and amended settlement and licensing agreements entered into in September 2008, as well as the $25 million payment from NVIDIA for the licensing agreement it entered into in July 2008. Transmeta continues to be debt free.

AMD Patent License

Transmeta also announced today that it has entered into a patent license agreement with Advanced Micro Devices (“AMD”). The agreement grants a non-exclusive license under Transmeta’s patents to AMD, and includes FoundryCo, which AMD recently announced as part of its Asset Smart strategy. Under the terms of the agreement, AMD will transfer to Transmeta 700,000 shares of Transmeta’s Series B Preferred Stock held by AMD. The 700,000 shares of Series B Preferred Stock are convertible into 499,429 shares of Transmeta’s common stock.

"We are pleased to have achieved this license agreement with AMD," said Les Crudele, president and CEO of Transmeta. "Transmeta and AMD have a long history of collaboration on promoting industry standards for next-generation microprocessors, as well as a broader strategic relationship. This licensing agreement further highlights the value of Transmeta’s intellectual property and technologies to our industry, and provides Transmeta stockholders with an immediate return on our intellectual property rights."

Acquisition By Novafora, Inc.

Transmeta also announced in a separate release today that it signed a definitive agreement to be acquired by Novafora, Inc. for $255.6 million in cash, subject to certain working capital and other adjustments. Novafora is a privately held fabless semiconductor company in San Jose, California that develops a family of digital video processors. Under the terms of the agreement, and based on current estimates of Transmeta’s future working capital at the effective time of the merger, stockholders are expected to receive between $18.70 and $19.00 for each outstanding share of Transmeta’s common stock, subject to working capital and other adjustments. The merger is expected to close in the first quarter of 2009.

“As a result of our successful licensing activities, we collected $116.5 million of cash payments for our intellectual property and patents in the third quarter, bringing our yearly total to $266.5 million,” said Les Crudele, president and CEO. “We also generated additional value for our stockholders through the transfer of 700,000 shares of Transmeta Series B Preferred Stock that was held by AMD. After creating such significant value this year, we are pleased that we are able to return this value to our stockholders through the impending acquisition by Novafora.”

Outlook

In the fourth quarter, Transmeta expects to recognize $5.9 million of operating income from the December 2007 settlement and licensing agreement with Intel. Transmeta expects to be profitable on a GAAP net income basis in the fourth quarter of 2008 and continues to expect to be profitable for fiscal year 2008. The definitive agreement with Novafora provides, among other things, that Transmeta may not enter into any future licensing transaction prior to closing of the merger without Novafora’s consent.

Conference Call

Transmeta has delayed its third quarter earnings conference call, previously scheduled for today at 5:00 p.m. Eastern time/2:00 p.m. Pacific time, to Tuesday, November 18, 2008 at 9:00 a.m. Eastern time/6:00 a.m. Pacific time. The conference call will be available live over the Internet at the investor relations section of Transmeta's website at www.transmeta.com. To listen to the conference call, please dial (785) 830-1997. A recording of the conference call will be available for one week, starting one hour after the completion of the call, until 11:59 p.m. Pacific time on November 24, 2008. The phone number to access the recording is (719) 457-0820, and the passcode is 2156284.

About Transmeta Corporation

Transmeta Corporation develops and licenses innovative computing, microprocessor and semiconductor technologies and related intellectual property. Founded in 1995, we first became known for designing, developing and selling our highly efficient x86-compatible software-based microprocessors, which deliver a balance of low power consumption, high performance, low cost and small size suited for diverse computing platforms. We are presently focused on developing and licensing our advanced power management technologies for controlling leakage and increasing power efficiency in semiconductor and computing devices, and in licensing our computing and microprocessor technologies to other companies. To learn more about Transmeta, visit www.transmeta.com.

Transmeta Corporation (Nasdaq: TMTA) and Novafora, Inc. today announced they have signed a definitive agreement for Transmeta to be acquired by Novafora for $255.6 million in cash, subject to certain working capital and other adjustments. Novafora is a privately held fabless semiconductor company in San Jose, California that develops a family of digital video processors.

Under the terms of the agreement, and based on current estimates of Transmeta’s future working capital and other adjustments at the effective time of the merger, stockholders are expected to receive between $18.70 and $19.00 for each outstanding share of Transmeta’s common stock.

The merger has been unanimously approved by Transmeta’s and Novafora’s Board of Directors and is subject to Transmeta’s stockholder approval and other customary closing conditions.

The agreement provides, among other things, that Transmeta may not enter into any future licensing transaction prior to closing of the merger without Novafora’s consent. The acquisition is expected to close in the first quarter of 2009. After the closing of the merger, Transmeta’s common stock will cease to trade.

The Company also announced, in a separate release today, that it has entered into a non-exclusive patent license agreement with Advanced Micro Devices (AMD). Under the terms of the agreement, AMD will transfer to Transmeta 700,000 shares of Transmeta’s Series B Preferred Stock held by AMD.

“We are pleased with the value that we will be able to return to our stockholders as a result of this acquisition agreement with Novafora,” said Les Crudele, president and CEO of Transmeta. “We believe the deal is a win for all our stockholders. We have spent the past several months extensively exploring our strategic options and believe that the agreement with Novafora best serves the interest of our stockholders.”

“Transmeta’s innovative technology and the expertise of its employees are valuable additions to Novafora,” said Zaki Rakib, CEO of Novafora. “Adding Transmeta’s power management technology to our video processor will advance our vision of making our products applicable across the broadest range of video-oriented devices.”

Piper Jaffray & Co. served as financial advisor to Transmeta and Fenwick & West LLP served as its legal advisor. GCA Savvian served as financial advisor to Novafora and Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Gross Kleinhendler Hodak Halevy Greenberg & Co. (GKH) and Davis Polk & Wardwell served as its legal advisors.

More details will be provided during Transmeta’s third quarter conference call. The call, which was previously scheduled for today at 5:00 p.m. Eastern time/2:00 p.m. Pacific time, has been rescheduled to Tuesday, November 18, 2008 at 9:00 a.m. Eastern time/6:00 a.m. Pacific time. The conference call will be available live over the Internet at the investor relations section of Transmeta's website at www.transmeta.com. To listen to the conference call, please dial (785) 830-1997. A recording of the conference call will be available for one week, starting one hour after the completion of the call, until 11:59 p.m. Pacific time on November 24, 2008. The phone number to access the recording is (719) 457-0820, and the passcode is 2156284.

About Transmeta Corporation

Transmeta Corporation develops and licenses innovative computing, microprocessor and semiconductor technologies and related intellectual property. Founded in 1995, Transmeta first became known for designing, developing and selling its highly efficient x86-compatible software-based microprocessors, which deliver a balance of low power consumption, high performance, low cost and small size suited for diverse computing platforms. Transmeta is presently focused on developing and licensing its advanced power management technologies for controlling leakage and increasing power efficiency in semiconductor and computing devices, and in licensing its computing and microprocessor technologies to other companies. To learn more about Transmeta, visit www.transmeta.com.

Transmeta, LongRun and LongRun2 are trademarks of Transmeta Corporation.

About Novafora

Novafora is a video processor company enabling OEMs to deliver on the promise of the digital video revolution – the highest quality video, anywhere, on any display device and at any time. Novafora was founded in 2004 by a group of successful entrepreneurs and video experts and is backed by leading venture capital firms. More information on the company can be found on its website www.novafora.com.

Safe Harbor Statement

This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 concerning the amount of cash consideration to be received by Transmeta stockholders, the timing and likelihood of closing of the proposed merger and the potential benefits of the proposed merger. Such statements speak only as of the date of this release, and we will not necessarily provide updates of our projections or other forward-looking statements. Investors are cautioned that such forward-looking statements are subject to many risks and uncertainties, and may differ materially or adversely from actual results or future events. These risks and uncertainties include, among others, the satisfaction of closing conditions to the proposed merger, Transmeta’s estimates of its operating costs prior to closing the proposed merger, failure of Transmeta stockholders to approve the proposed merger, costs related to the proposed merger, general economic and political conditions in the U.S. and abroad, and other risks affecting Transmeta’s and Novafora’s respective businesses generally, including, with respect to Transmeta, those risks discussed in our most recent reports on Forms 10-K and 10-Q. We undertake no obligation to revise or update publicly any forward-looking statement for any reason.

Additional Information and Where to Find It

Transmeta will file a proxy statement with the SEC in connection with the proposed merger. Investors and stockholders of Transmeta are urged to read the proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important information regarding Novafora, Transmeta, the proposed merger, the persons soliciting proxies in connection with the proposed merger on behalf of Transmeta and the interests of those persons in the proposed merger and related matters. Transmeta intends to mail the proxy statement to its stockholders as soon as practicable. Investors and stockholders will be able to obtain a copy of the proxy statement and other documents filed by Transmeta with the SEC free of charge at the Web site maintained by the SEC at http://www.sec.gov. In addition, documents filed with the SEC by Transmeta are available free of charge by contacting Transmeta Investor Relations (Kristine Mozes, 781-652-8875). 

Transmeta, which once challenged Intel by producing a line of low-power processors for desktops and notebooks, is putting itself up for sale and is actively seeking a buyer for what remains of its intellectual property, according to a new filing with the U.S. Securities and Exchange Commission.

The SEC filing marks the end of what had been an innovative chip company that 10 years ago looked to challenge Intel and Advanced Micro Devices in the PC market.

Transmeta Corporation (NASDAQ:TMTA) today announced financial results for the second quarter ended June 30, 2008.

Revenue for the second quarter of 2008 was $366,000, all of which was derived from licensing activities. This compared with $661,000 for the first quarter of 2008, comprised of $240,000 of license revenue, $168,000 of services revenue, and $253,000 of end-of-life product revenue.

Total operating expenses for the second quarter of 2008 were $1.9 million, compared with $3.1 million in the first quarter of 2008. Second quarter operating expenses included $5.9 million of income from the settlement and licensing agreement with Intel, net restructuring charges of $455,000, non-cash charges of $908,000 for amortization of intangible assets, and non-cash stock compensation charges of $1.3 million.

In the second quarter, the Company recorded interest income of $1.8 million, including $1.1 million of imputed interest income from the settlement and licensing agreement with Intel. Net income was $214,000, or $0.02 per share, compared with a net loss of $41,000, or $0.00 per share, in the first quarter of 2008.

The Company's cash, cash equivalents and short term investments at June 30, 2008 totaled $141.8 million. Transmeta continues to be debt free.

As announced today in a separate press release, Transmeta has entered into an agreement with NVIDIA Corporation granting NVIDIA a non-exclusive license to Transmeta's Long Run and LongRun2 power management technologies and other intellectual property for use in connection with NVIDIA products. Under the agreement, NVIDIA agrees to pay Transmeta a one-time, non-refundable license fee of $25.0 million. The Company expects to receive this cash payment of $25.0 million during the third quarter of 2008.

In the third quarter, the Company expects to recognize $5.9 million of operating income and $1.2 million of imputed interest income from the settlement and licensing agreement with Intel. Transmeta expects to be profitable on a GAAP net income basis in the third quarter of 2008 and continues to expect to be profitable for fiscal year 2008.

"We are very pleased to add NVIDIA to our list of licensees," said Les Crudele, president and CEO. "We believe the licensing agreement creates significant value for our stockholders. In addition, we continue to actively explore a full range of strategic alternatives and continue to be engaged in discussions with other companies about potential ways to increase value for all of our shareholders."

Conference Call

Transmeta's management will host a conference call today at 5:00 p.m. Eastern time / 2:00 p.m. Pacific time to discuss the operating performance for the quarter. The conference call will be available live over the Internet at the investor relations section of Transmeta's website at www.transmeta.com. To listen to the conference call, please dial (913) 312-9304. A recording of the conference call will be available for one week, starting one hour after the completion of the call, until 11:59 p.m. Pacific time on August 13, 2008. The phone number to access the recording is (719) 457-0820, and the passcode is 3504365.

About Transmeta Corporation

Transmeta Corporation develops and licenses innovative computing, microprocessor and semiconductor technologies and related intellectual property. Founded in 1995, we first became known for designing, developing and selling our highly efficient x86-compatible software-based microprocessors, which deliver a balance of low power consumption, high performance, low cost and small size suited for diverse computing platforms. We are presently focused on developing and licensing our advanced power management technologies for controlling leakage and increasing power efficiency in semiconductor and computing devices, and in licensing our computing and microprocessor technologies to other companies. To learn more about Transmeta, visit www.transmeta.com.

Safe Harbor Statement

This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements speak only as of the date of this release, and we will not necessarily provide updates of our projections or other forward-looking statements. Investors are cautioned that such forward-looking statements are subject to many risks and uncertainties, and may differ materially or adversely from our actual results or future events. Important risk factors that could have material or adverse effects on our results include practical operational challenges following our recent restructuring and change of business model, the potential loss of key technical and business personnel, uncertainty about the adoption and market acceptance of our technology offerings by current and potential customers and licensees, our inability to predict or ensure that third parties will license our technologies or use our technologies to generate royalties, difficulties in developing our technologies in a timely and cost effective manner, patents and other intellectual property rights, and other risk factors. We urge investors to review our filings with the Securities and Exchange Commission, including our most recent reports on Forms 10-K, 10-Q and 8-K, which describe these and other important risk factors that could have an adverse effect on our results. We undertake no obligation to revise or update publicly any forward-looking statement for any reason.

Transmeta and LongRun2 are trademarks of Transmeta Corporation. All other product or service names mentioned herein are the trademarks of their respective owners.

The agreement grants to NVIDIA a non-exclusive and fully paid-up license to all of Transmeta’s patents and patent applications, and a non-exclusive license and transfer of certain Transmeta advanced power management and other computing technologies.

Under the agreement, NVIDIA agrees to pay Transmeta a one-time, non-refundable license fee of $25.0 million. The agreement also includes mutual general releases of all claims by both parties.

"We are very pleased to have achieved this license agreement with NVIDIA," said Les Crudele, president and CEO of Transmeta. "We believe that this agreement both illustrates the value of Transmeta’s intellectual property and technologies to our industry and realizes for Transmeta stockholders an immediate return from the strategic licensure of our intellectual property rights."

About Transmeta Corporation

Transmeta Corporation develops and licenses innovative computing, microprocessor and semiconductor technologies and related intellectual property. Founded in 1995, Transmeta first became known for designing, developing and selling its highly efficient x86-compatible software-based microprocessors, which deliver a balance of low power consumption, high performance, low cost and small size suited for diverse computing platforms. Transmeta is presently focused on developing and licensing its advanced power management technologies for controlling leakage and increasing power efficiency in semiconductor and computing devices, and in licensing its computing and microprocessor technologies to other companies. To learn more about Transmeta, visit www.transmeta.com.

Transmeta Schedules Annual Meeting of Stockholders for September 18, 2008

Transmeta Corporation (NASDAQ:TMTA) today announced that its Board of Directors has scheduled its Annual Meeting of Stockholders for Thursday, September 18, 2008. The meeting will be held at the Hilton Santa Clara Hotel located at 4949 Great America Parkway, Santa Clara, California, starting at 8 a.m. Pacific Daylight Time.

Stockholders of record at the close of business on August 19, 2008 will be entitled to vote at the Annual Meeting. Notice of the Annual Meeting and related proxy materials will be mailed to all stockholders of record on or about August 25, 2008. Any additional proposals of stockholders to be considered for presentation at the Annual Meeting must be presented in writing and received by Transmeta’s Secretary at Transmeta's corporate office no later than the close of business on August 15, 2008.

About Transmeta Corporation

Transmeta Corporation develops and licenses innovative computing, microprocessor and semiconductor technologies and related intellectual property. Founded in 1995, we first became known for designing, developing and selling our highly efficient x86-compatible software-based microprocessors, which deliver a balance of low power consumption, high performance, low cost and small size suited for diverse computing platforms. We are presently focused on developing and licensing our advanced power management technologies for controlling leakage and increasing power efficiency in semiconductor and computing devices, and in licensing our computing and microprocessor technologies to other companies. To learn more about Transmeta, visit www.transmeta.com.

The agreement provides, among other things, for the following:

• Transmeta will promptly increase the total number of directors on its Board of Directors from seven to nine, divided evenly among its three Classes
• Transmeta’s Board of Directors will promptly elect J. Michael Gullard to join the Board as a director in Class I and appoint him to its Compensation Committee
• Transmeta will include Bryant R. Riley in its proxy materials as a nominee for election to the Board of Directors as a director in Class II and use its reasonable best efforts to cause Mr. Riley’s election to the Board at its 2008 annual meeting, which has not been scheduled but is expected to be held on or before September 30, 2008
• the Riley entities will vote their shares in favor of Transmeta’s slate of nominees for election to the Board of Directors at the company’s 2008 annual meeting, and will not solicit proxies in connection with that meeting
• the Riley entities will abide by certain confidentiality and standstill obligations through the completion of Transmeta’s 2010 annual meeting, including an agreement not to acquire an aggregate beneficial ownership position of more than 13% of Transmeta’s outstanding common stock. The Riley entities currently own approximately 1,357,364 shares of Transmeta common stock, representing approximately 11.2 percent of Transmeta’s outstanding shares.
• the Riley entities and Transmeta will file a joint stipulation to dismiss with prejudice the RIM shareholder derivative litigation against Transmeta’s directors and officers, with each party to bear its own fees and costs
• the Riley entities and Transmeta entered into a general mutual release of claims.

“We are pleased to have achieved this agreement with the Riley Group and believe that it best serves the interests of Transmeta and its shareholders,” said Les Crudele, president and CEO of Transmeta. “Through this agreement, Transmeta and RIM will avoid a costly and disruptive proxy contest at a time when the company is exploring a full range of strategic alternatives to enhance shareholder value. We look forward to working with both Mr. Gullard and Mr. Riley.”

J. Michael Gullard has served since 1984 as a general partner of Cornerstone Management, a venture capital and consulting firm that provides strategic focus and direction for technology companies, primarily in the software and data communications industries. He also serves on the board of directors of Alliance Semiconductor, JDA Software Group, Inc., Proxim Wireless, Inc. and Planar Systems, Inc., each a Nasdaq listed company, and DynTek, Inc. From 1992 to 2004, he served as Chairman of NetSolve, Incorporated, a provider of IT infrastructure management services on an outsourced basis. From 1996 to 2004, Mr. Gullard also served as Chairman of Merant PLC (formerly Micro Focus Group Ltd.), a provider of change management software tools. Earlier in his career, Mr. Gullard held several executive and management positions at Telecommunications Technology Inc. and Intel Corporation. Mr. Gullard holds a B.A. degree in economics from Stanford University and an M.B.A. degree from the Stanford Graduate School of Business.

Bryant R. Riley is both founder and Chairman of B. Riley & Co., Inc., a Southern California based brokerage firm providing research and trading ideas primarily to institutional investors. Mr. Riley is also the founder and Chairman of Riley Investment Management, LLC, an investment adviser which provides investment management services. He also serves on the board of directors of Alliance Semiconductor, Aldila, Inc., DDi Corporation, and Silicon Storage Technology, Inc., each a Nasdaq listed company. Prior to 1997, Mr. Riley held a variety of positions in the brokerage industry, primarily as an Institutional Salesman and Trader. From October 1993-January 1997 he was a co-head of Equity at Dabney-Resnick, Inc., a Los Angeles based brokerage firm. From 1991-1993 he was a co-founder of Huberman-Riley, a Texas based brokerage firm. Mr. Riley graduated from Lehigh University in 1989 with a B.S. in finance.

“I appreciate the opportunity to be elected to the Board of Transmeta,” said Bryant R. Riley. “During the past several weeks, I have met the independent directors and feel confident that we can work together to enhance value for Transmeta shareholders. I look forward to working closely with the other directors to benefit the company and its shareholders.”

About Transmeta Corporation

Transmeta Corporation develops and licenses innovative computing, microprocessor and semiconductor technologies and related intellectual property. Founded in 1995, we first became known for designing, developing and selling our highly efficient x86-compatible software-based microprocessors, which deliver a balance of low power consumption, high performance, low cost and small size suited for diverse computing platforms. We are presently focused on developing and licensing our advanced power management technologies for controlling leakage and increasing power efficiency in semiconductor and computing devices, and in licensing our computing and microprocessor technologies to other companies. To learn more about Transmeta, visit www.transmeta.com.