Executing a Multi-Year Transformation to
Drive Long-Term Shareholder Value
A P R I L 3 0 , 2 0 2 4
What is This Proxy Fight About?
Xperi recommends that shareholders vote for the incumbent slate of directorsat the 2024 Annual Meeting
- Xperi is a leading product-focused entertainment technology company, creating extraordinary media experiences at home and on the go for millions of consumers around the world
- Since our separation from Adeia in October 2022, we have delivered promising results and notable product achievements
- One of our shareholders, Rubric Capital, nominated two director candidates for a contested election: one is the former CEO of an Xperi predecessor business that is no longer part of the Company, and the other is his close friend
- Rubric has offered no new ideas to improve our business, and the election of either of its candidates would remove accomplished directors and impede Xperi's ongoing business transformation
- Despite Xperi's extensive engagement and good faith effort to reach a resolution, Rubric rejected two reasonable settlement proposals and chose to proceed with its distracting and unnecessary proxy contest
Xperi shareholders have the important opportunity to vote in support of Xperi management and incumbent
directors as they continue to execute our revitalized strategy as a new independent company
2
Table of Contents
I | Executive Summary | 4 |
II | We Have Transformed Our Business in Response | 16 |
to Industry Disruption | ||
III | We Have the Right Strategy to Drive Growth and Value | 31 |
IV | Our Growth Strategy Is Delivering Results | 41 |
V | Our Board and Management Team Are Best Positioned | 53 |
to Oversee Our Strategy | ||
VI | Rubric's Proxy Contest Is Unnecessary and Distracting | 62 |
VII | Conclusion | 84 |
VIII | Appendices | 87 |
Section One
Executive Summary
4
Executive Summary
Xperi's predecessor, Tessera,
was facing industry-driven challenges; long-term prospects had diminished
- For decades, Tessera's core business was semiconductor IP licensing, but it began facing serious challenges
- Legal developments made patent enforcement difficult and more costly to pursue; accounting standards changed, creating instability in the company's financial results; and many of Tessera's original patents were expiring, limiting growth
-
IP licensing revenue - already volatile
- began to decline1 -
By 2016 (the end of Rubric candidate
Tom Lacey's tenure as Tessera's CEO), it was clear that change was needed to reposition the business
The Board took action to transform,
reconfigure and reposition
the Company
- Tessera's transformation began with the acquisition of DTS in 2016, which allowed the company to augment its product-oriented business
- The DTS acquisition also led to a leadership transition, with Jon Kirchner succeeding Tom Lacey in 2017, and a name change, from Tessera to Xperi Corp.
- The Board oversaw a comprehensive review of the business and worked with the new leadership team to develop a plan to scale the product business
- The merger of Xperi Corp. and TiVo in 2020 was critical to the strategy as it offered scale and expansion into new product markets
The separation of Xperi and Adeia in 2022 provided the businesses the best opportunity to thrive
- Immediately following the TiVo merger, the Board approved the strategy of separating the product business from the IP licensing business
- Management implemented separate IT systems and financial reporting structures, along with separating other critical functions
- In 2022, the business separation created two new standalone public companies - Xperi (the product business) and Adeia (the IP licensing business) - that were each more focused and better positioned to succeed
- The separation has created value for shareholders
5 1. Source: Xperi Corp. 10-K for the years ended December 31, 2016 and December 31, 2017.
Executive Summary (Continued)
Xperi's business is gaining
momentum and growing
- Xperi is focused on leveraging our core expertise in attractive, growing markets: IPTV, in-cabin entertainment and connected TV advertising
- These markets are supported by favorable long-term trends, including the proliferation of streaming services, smart TVs and connected vehicles and the growth of the subscription economy
- Our strategy is working; as an independent product-focused company, we have delivered significant revenue and margin growth
- We are outperforming our peers and the market is recognizing our progress
Rubric's candidates do not bring
any skills that are not already well
represented; their election would weaken the Board
- Rubric is seeking to replace half of our independent directors (including Chair of the Board and Chair of the Nominating and Corporate Governance Committee) without offering any meaningful ideas for improving our business
- Mr. Lacey's experience at Tessera is not relevant because Xperi no longer has an imaging or IP licensing business
- We have tried in good faith to reach a resolution with Rubric, but Rubric insists that Mr. Lacey be appointed Chair of the Board
-
The election of Rubric's candidates would remove two accomplished and engaged directors and weaken
the Board
Shareholders should support
Xperi's incumbent Board
and leadership team
- The Board acted decisively to reposition the business in response to evolving industry dynamics
- Xperi is making progress as a product- focused company and delivering results
- Rubric has offered no new ideas for improving the business
- The Board is thoughtful about its own composition and had identified two new exceptional candidates it intended to nominate this year just as Rubric began its activism campaign
6
Overview of Xperi Inc. (NYSE: XPER)
Xperi invents, develops and delivers technologies that enable extraordinary entertainment experiences
- Through a series of transactions, including a transformative merger with TiVo in 2020 and a spin in 2022, the Company has evolved from primarily a semiconductor and IP licensing company to a product-focused entertainment technology company
- Our technology powers smart TVs, connected cars and entertainment experiences for millions of consumers
- We are shifting our business mix to focus on attractive long-term growth opportunities that leverage our innovations in personalized content discovery, audio and media technology
U.S. | Market Value ($M) | $475 | |||||||
$49 | Pay-TV | $61 | Japan | Enterprise Value ($M) | $411 | ||||
Consumer | $32 | Europe and | Cash & Cash Equivalents ($M)3 | $154 | |||||
$95 | $245 | Electronics | $36 | Middle East | 2023 Revenue ($M) | $521 | |||
Connected Car | $41 | $268 | China | ||||||
2023 Adjusted EBITDA ($M)4 | $35 | ||||||||
$132 | Media Platform | $83 | Latin America | EV/2023 Revenue | 0.8x | ||||
Other | EV/2023 Adjusted EBITDA4 | 11.9x | |||||||
Employees | ~2,100 |
- Source: FactSet and Xperi Form 10-K, filed with the SEC on March 1, 2024.
- Market data as of April 29, 2024. All other data as of December 31, 2023. See Appendix for reconciliations.
7 3. Includes $12 million in cash classified as assets held for sale.
4. See Appendix for further information and reconciliations on supplemental non-GAAP Adjusted EBITDA
History of Xperi Inc. and Its Predecessors
Xperi today is the result of several mergers, acquisitions and separations intended to complement and strengthen
product offerings and reposition the Company for long-term growth
Corporation
Holding
Inc.
1990 Tessera, Inc. founded as a developer of semiconductor packaging technology
1999 Tessera discontinues most of its packaging activities, refocusing on licensing its intellectual property
2003 Tessera goes public as Tessera Technologies, Inc., raising approximately $100 million in its IPO1
2008 Tessera acquires FotoNation to augment its consumer optics business and capitalize on mobile device growth
2013 | Tom Lacey is appointed to the board of Tessera through a settlement with Starboard Value and is appointed |
interim CEO a few days later before being appointed on a permanent basis in December 2013 | |
2016 | Tessera acquires DTS, which was led by its Chair and CEO Jon Kirchner, combining DTS's audio products with |
Tessera's IP portfolio and imaging business | |
2017 | Jon Kirchner appointed CEO, replacing Tom Lacey; the combined company changes its name to Xperi |
Corporation | |
2020 | Xperi and TiVo merge, forming Xperi Holding Corp. |
2021 | Xperi Holding Corp. acquires MobiTV assets, expanding its subscriber footprint in the IPTV market |
2022 | Xperi Holding Corp. acquires Vewd Software, accelerating the deployment of TiVo OS for smart TVs |
2022 | Xperi Holding Corp. completes the separation of its product business from its IP licensing business and spins off |
its product business as standalone public company, Xperi Inc.; IP licensing business continues as a separate | |
company under a new name, Adeia |
8 1. Source: Tessera Technologies Form 10-K, filed with the SEC on March 8, 2004.
We Have Transformed and Strengthened the Company
We have continued to take action to reposition Xperi as we prepared for and executed the separation
2020 | 2021 | 2022 | 2023 | 2024 | ||
Xperi Holding | Xperi Inc. | |||||
Strategic
Changes
- Completed the merger with TiVo to create a global leader in entertainment technology and IP licensing
- Acquired MobiTV assets to strengthen TiVo's position in the IPTV Pay-TVmarket
- Acquired Vewd to accelerate scale and deployment of TiVo OS
- Completed the separation to become an independent product- focused company
- Announced the sale of the AutoSense in-cabin safety and imaging business to create a more focused, streamlined company
- Initiated a formal strategic review process for Perceive, our edge AI business
Board, Leadership &
Governance
Changes
-
Integrated the Legacy Xperi and TiVo management teams, adding Matt Milne as new
Chief Revenue Officer
- Conducted a materiality assessment to determine the ESG issues that are most relevant to our business and stakeholders
- Released first annual ESG report
- Appointed Becky Marquez as Chief Legal Officer and Corporate Secretary
- Identified two new independent directors with content monetization and capital allocation expertise
- Proposed to adopt simple majority voting requirements to amend charter and bylaws
Commercial Successes
- Launched TiVo Stream 4K, Deep Discovery (video metadata for IPTV) and AutoStage (connected radio)
-
Launched IMAX®
Enhanced on LG soundbars and Vestel TVs - Announced agreement with Toyota to incorporate HD Radio in new vehicles
- Announced first design win with OEM for TVs powered by TiVo
- Achieved first design win for DTS AutoStage Video Service
▪ Launched the first OEM- | ▪ Launched TiVo |
branded TVs powered by | Broadband (streaming |
TiVo | platform) and signed four |
▪ Won three new AutoStage | new operators |
contracts with major | |
automotive partners |
9
Our Actions Are Driving Growth and Strong Performance
We are continuing to make progress on increasing revenue and improving profitability
Year-Over-Year Revenue Growth1
Adjusted EBITDA1,2
EV/FY+1 Multiple3
4.6x
8.6%
6.7%
7.2%
$13.4
$9.3
$5.2
3.2x
0.5x | 0.7x |
0.5% | 1.3% | |||
Q4 | Q1 | Q2 | Q3 | Q4 |
2022 | 2023 | 2023 | 2023 | 2023 |
Through Q4 2023, we have delivered five consecutive quarters of year-over-year
revenue growth since the separation
Q2 2023 | Q3 2023 | Q4 2023 |
We ended 2023 with our highest quarterly Adjusted EBITDA since the separation
EV/FY+1 | EV/FY+1 | |||
Revenue | Adjusted EBITDA | |||
Q4 2022 | Current | |||
Our valuation multiple has increased
since the separation as the market begins to recognize our progress and our stock is purchased by fundamental owners
1. Source: Xperi earnings releases for the quarters ended June 30, 2023, September 30, 2023 and December 31, 2023.
10 2. See Appendix for further information and reconciliations on supplemental non-GAAP Adjusted EBITDA.
3. Source: FactSet. Data as of April 29, 2024. "Q4 2022" data as of December 31, 2022.
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Xperi Inc. published this content on 30 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2024 11:13:00 UTC.