Starboard issues open letter to Tessera shareholders

theflyonthewall.com

"Just a few short months ago, Tessera was severely broken. The Board was in disarray and extremely dysfunctional, high levels of turnover persisted at the executive ranks, and there was no end in sight for the extended period of dramatic financial and stock price underperformance that we as shareholders had been forced to endure for far too long. Starboard therefore undertook, on behalf of shareholders, an intensive process to identify a world-class slate of director candidates committed to executing a thorough strategic turnaround at Tessera. Left to its own devices and absent external pressure, it did not appear that the Board would take such initiative on its own to address the Company's many deficiencies and shortcomings. Throughout this campaign, we have endeavored to gain your support based on presenting the facts, outlining our detailed action plan, and proposing a clearly superior slate of director nominees with specifically relevant credentials for Tessera. Unfortunately, management and the Board have taken a very different approach in this contest. They have repeatedly attempted to misrepresent our plan for Tessera, make false claims about our director nominees, and use manipulative tactics to make late-stage corporate governance changes to tip the balance in their favor... We are very pleased by Amici Capital's endorsement and support for our entire slate of director nominees at the upcoming Annual Meeting. Amici Capital's conclusion is largelysupported by the recent report issued by Glass Lewis, a leading proxy advisory firm, in which Glass Lewis recommended shareholders vote on Starboard's WHITE proxy card to elect four of our nominees to the Board."

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