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Saturday, November 21, 
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Transmeta hires Piper Jaffray to examine $190M offer

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Transmeta Corp., a developer of computer microprocessor technology, said Thursday, Feb. 7, it has hired a financial adviser to help it "identify options to enhance shareholder value," including whether to accept a $15.50 per share offer from a key shareholder.

Santa Clara, Calif.-based Transmeta currently has about 12 million shares outstanding, which values the offer at about $190 million. The company said its board and management team have retained Piper Jaffray & Co. to evaluate the "unsolicited, highly conditional, indication of interest'' from Los Angeles-based Riley Investment Management LLC.

"Transmeta's board is focused on enhancing shareholder value," said Les Crudele, president and CEO, in the statement. "As part of that mission, we have been engaged in a process to expand our advisory resources and we are pleased to have Piper Jaffray & Co. join our team to help us determine the best strategic direction for the company."

Transmeta said it doesn't expect to have its assessment of the offer completed by Feb. 8, as requested by Riley.

Last week Riley -- which owns about 7% of Transmeta -- made the $15.50 a share cash offer and also demanded changes in the company's board. In a filing with the Securities and Exchange Commission, Riley accused the company of breaches of fiduciary duty, gross mismanagement, waste of corporate assets and abuse of control.

Riley said that John O'Hara Horsley, Transmeta's general counsel, was paid "an outrageous, illegal and unconscionable bonus of over $10 million simply for doing his job and settling an intellectual property lawsuit against Intel 10 months after it was filed, and likely settling for less money than was reasonable due to the incentive to settle."

Santa Clara-based Intel Corp. agreed in October to pay $250 million to settle all claims between them and for Intel to license Transmeta's patent portfolio for use in current and future products.

The complaint by Riley also cites the issuance of stock options that caused "a dilution of over 5% of the company's value to existing investors."

Transmeta was founded in 1995 and failed to compete against Intel as a chip supplier. It transformed self into a supplier of processor intellectual property in 2005 and filed a lawsuit against Intel alleging that the latter infringed upon 10 of Transmeta's patents. The suit was settled in October.

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