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Published on 11/17/2008 in the Prospect News Special Situations Daily.

Novafora to acquire Transmeta for $18.70-$19.00 per share

By Angela McDaniels

Tacoma, Wash., Nov. 17 - Transmeta Corp. and Novafora, Inc. have signed a definitive agreement for Transmeta to be acquired by Novafora for $255.6 million in cash.

Based on current estimates of Transmeta's future working capital and other adjustments at the effective time of the merger, Transmeta stockholders are expected to receive $18.70 to $19.00 per share, according to a Transmeta news release.

The merger has been approved by each company's board of directors. It remains subject to approval by Transmeta's shareholders and other customary closing conditions.

Novafora said it expects to complete the acquisition during the first quarter of 2009, after which time Transmeta's common stock will cease to trade.

Under the merger agreement, Transmeta may not enter into any future licensing transaction prior to closing of the merger without Novafora's consent.

"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 president and chief executive officer Les Crudele said in the release.

On Sept. 24, Transmeta said it was seeking a potential sale of the company with the assistance of Piper Jaffray & Co.

Santa Clara, Calif.-based Transmeta develops and licenses computing, microprocessor and semiconductor technologies and related intellectual property.

Novafora is a privately held fabless semiconductor company in San Jose, Calif., that develops digital video processors.

Acquirer:Novafora, Inc.
Target:Transmeta Corp.
Announcement date:Nov. 17
Price per share:$18.70 to $19.00
Expected closing:First quarter of 2009
Stock price for target:Nasdaq: TMTA: $16.70 on Nov. 14

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