sc13da306297103_03062013.htm

0000921895-13-000523.txt : 20130307 0000921895-13-000523.hdr.sgml : 20130307 20130307131235 ACCESSION NUMBER: 0000921895-13-000523 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130307 DATE AS OF CHANGE: 20130307 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESSERA TECHNOLOGIES INC CENTRAL INDEX KEY: 0001261694 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 161620029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79365 FILM NUMBER: 13672564 BUSINESS ADDRESS: STREET 1: 3025 ORCHARD PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4083216000 MAIL ADDRESS: STREET 1: 3025 ORCHARD PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da306297103_03062013.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D sc13da306297103_03062013.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Tessera Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

88164L100

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

830 Third Avenue, 3rd Floor

New York, New York 10022

(212) 845-7977

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 6, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,383,225
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,383,225
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,383,225
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY S LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 529,841
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 529,841
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 529,841
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY C LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 131,075
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 131,075
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 131,075
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON STARBOARD VALUE LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,875,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,875,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON STARBOARD VALUE GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,875,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,875,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,875,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,875,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,875,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,875,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON JEFFREY C. SMITH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,875,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,875,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON MARK R. MITCHELL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,875,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,875,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON PETER A. FELD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,875,000
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,875,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON TUDOR BROWN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION UK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 600
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 600
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON GEORGE CWYNAR
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 580
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 580
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 580
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON THOMAS LACEY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 500
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 500
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON GEORGE RIEDEL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 400
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 400
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 88164L100

1	NAME OF REPORTING PERSON DONALD STOUT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 581
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 581
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 581
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 88164L100

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2.

Identity and Background.

Item 2 is amended and restated as follows:

(a) This statement is filed by:

(i)

Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;

(ii)

Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard LLC”), with respect to the Shares directly and beneficially owned by it;

(iii)

Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;

(iv)

Starboard Value LP (“Starboard Value LP”), as the investment manager of Starboard V&O Fund, Starboard C LP and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard LLC;

(v)

Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;

(vi)

Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;

(vii)

Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;

(viii)

Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP and as a nominee for the Board of Directors of the Issuer (the “Board”);

(ix)

Mark R. Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;

(x)

Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP and as a nominee for the Board;

(xi)

Tudor Brown, who is a nominee for the Board;

(xii)

George Cwynar, who is a nominee for the Board;

CUSIP NO. 88164L100

(xiii)

Thomas Lacey, who is a nominee for the Board;

(xiv)

George Riedel, who is a nominee for the Board; and

(xv)

Donald Stout, who is a nominee for the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of Starboard LLC, Starboard C LP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 830 Third Avenue, 3rd Floor, New York, New York 10022. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2. Mr. Brown’s principal business address is Hillstead, Hinton Way, Great Shelford, Cambridge CB22 5AN, United Kingdom. Mr. Cwynar’s principal business address is 293 Kingsmere Road, Chelsea, Quebec, Canada J9B 1G8. Mr. Lacey’s principal business address is c/o G2 Technology, Inc., 1900 McCarthy Boulevard, Suite 412, Milpitas, CA 95035. Mr. Reidel’s principal business address is 1 Meadowbrook Road, Weston, MA 02493. Mr. Stout’s principal business address is 1300 North Seventeenth Street, Suite 1800 Arlington, Virginia 22209.

(c) The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard LLC and Starboard C LP have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. Mr. Brown is currently engaged in assisting inward and outward investment in the United Kingdom, and assisting companies operating in the Far East. Mr. Cwynar’s principal occupation is serving as a consultant offering strategic and operational guidance, mentoring and executive coaching to small and mid-sized companies. Mr. Lacey is the Chairman and Chief Executive Officer of Components Direct, a provider of cloud-based product lifestyle solutions. Mr. Reidel’s principal occupation is serving as Chairman of the Board of Montreal-based Accedian Networks and serving on several boards including PeerApp and Blade Network Technologies. Mr. Stout is a senior partner at the law firm of Antonelli, Terry, Stout & Kraus, LLP.

(d) No Reporting Person, nor any person listed on Schedule A to the Schedule 13D has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

CUSIP NO. 88164L100

(f) Messrs. Smith, Mitchell, Feld, Lacey, Riedel and Stout are citizens of the United States of America. The citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein. Mr. Brown is a citizen of the United Kingdom. Mr. Cwynar is a citizen of Canada.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

The Shares purchased by each of Starboard V&O Fund, Starboard LLC and Starboard C LP and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,383,225 Shares beneficially owned by Starboard V&O Fund is approximately $35,821,305, excluding brokerage commissions. The aggregate purchase price of the 529,841 Shares beneficially owned by Starboard LLC is approximately $7,965,077, excluding brokerage commissions. The aggregate purchase price of the 131,075 Shares beneficially owned by Starboard C LP is approximately $2,337,644, excluding brokerage commissions. The aggregate purchase price of the 830,859 Shares held in the Starboard Value LP Account is approximately $12,512,044, excluding brokerage commissions.

The Shares owned by each of Messrs. Brown, Cwynar, Lacey, Riedel and Stout were purchased with personal funds in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 600 Shares beneficially owned by Mr. Brown is approximately $10,170, excluding brokerage commissions. The aggregate purchase price of the 580 Shares beneficially owned by Mr. Cwynar is approximately $9,837, excluding brokerage commissions. The aggregate purchase price of the 500 Shares beneficially owned by Mr. Lacey is approximately $8,865, excluding brokerage commissions. The aggregate purchase price of the 400 Shares beneficially owned by Mr. Riedel is approximately $6,908, excluding brokerage commissions. The aggregate purchase price of the 581 Shares beneficially owned by Mr. Stout is approximately $9,755, excluding brokerage commissions.

Item 4.

Purpose of the Transaction.

Item 4 is hereby amended to add the following:

On March 6, 2013, Starboard delivered an open letter to the shareholders of the Issuer. In the letter, Starboard addressed various statements made by the Board in its March 4, 2013 letter to shareholders. Starboard explained that during the course of its diligence process in connection with its investment in the Issuer, it became aware from sources, which it believes to be credible, that the Issuer’s CEO, Dr. Young, may have been engaging in inappropriate behavior. Starboard stated that it generally does not seek to raise personal issues in assessing the merits of changes at a company and was reluctant to even disclose this information to the Issuer, but that through continued diligence, it determined that the situation, if true, may have serious negative implications for the operations of the business and its investment in the Issuer. Therefore, Starboard believes it followed proper protocol by making the Board aware of its concerns through a private letter, delivered to the Board on February 28, 2013, so the Board could fully investigate the matter, and intentionally omitted any reference to this sensitive information in its public letter to shareholders released on March 1, 2013.

CUSIP NO. 88164L100

Starboard explained that it found the Board’s response to the existence of potential inappropriate conduct by Dr. Young surprising and irresponsible, noting that in Starboard’s experience, most well-functioning boards would respond to such allegations privately by committing to fully investigate the situation and take appropriate actions, as necessary. Starboard questioned the Board’s stated support for Dr. Young based on Starboard’s concern that the Board may be standing behind Dr. Young without first having formally investigated a potentially serious issue. In addition, Starboard addressed the Issuer’s implication that Starboard’s omission of its settlement demands from its public letter was somehow unethical, stating that to the contrary, Starboard intentionally omitted the information in an attempt to keep the public debate to business issues, while privately initiating a dialogue with the Board regarding a potential settlement.

Starboard further stated its belief that given the Issuer’s dismal financial and stock price performance, failed execution, poor governance, and troubling recent director resignations, it believes a change in a majority of the Board is now required to ensure that the best interests of all shareholders are being represented in the boardroom. Starboard noted that although its proposed solution, which was presented to the Issuer when the size of the Board was still set at eight total directors, would result in a change in a majority of the Board, it felt it was important to point out the following:

Our proposal only requires two additional incumbent directors to resign, one of which would be the current Chairman, while four of the incumbent directors would remain for continuity;

ii)

We only proposed for one Starboard direct representative to join the Board, while the other four new directors would be truly independent directors with highly relevant and successful industry credentials;

iii)

The new Chairman and new CEO would be identified and selected by the pro forma Board; and

iv)

Although several of the independent nominees we have proposed are highly qualified and willing to serve as interim CEO, we believe following the re-composition of the Board, it would be most appropriate to conduct a full CEO search process in which the Board would consider both internal and external candidates.

Starboard also explained that the Issuer’s settlement proposal of “adding two candidates from Starboard’s slate that meet the Company’s criteria, including independence and business acumen”, was not previously disclosed to Starboard, noting that all that was previously communicated was the Issuer’s willingness to interview four of its independent nominees. Starboard stated that allowing the Issuer to interview these candidates now would be premature because it does not appear that the Issuer is prepared to consider proposals that will result in substantial change to the Board, a key component for Starboard of any potentially acceptable settlement scenario. Starboard also rebutted the Issuer’s defenses of its current business strategy.

Finally, Starboard reiterated its belief that a majority of the Board must be reconstituted and noted that, to the knowledge of its proxy solicitors, the date for the Issuer’s 2013 annual meeting, although previously announced, has not been formally set by the Issuer. Starboard urged the Issuer to follow through on its commitment and immediately formalize and publicly announce a May 23, 2013 date, at the latest, for holding the Issuer’s 2013 annual meeting so that shareholders can exercise their right to vote, without delay, on a slate of directors who they believe are best fit to serve as stewards of shareholder value.

The full text of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

CUSIP NO. 88164L100

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 52,324,821 Shares outstanding, as of January 31, 2013, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2013.

A.	Starboard V&O Fund

(a)

As of the close of business on March 6, 2013, Starboard V&O Fund beneficially owned 2,383,225 Shares.

Percentage: Approximately 4.6%

(b)

1. Sole power to vote or direct vote: 2,383,225

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 2,383,225

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard V&O Fund since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B.	Starboard LLC

(a)

As of the close of business on March 6, 2013, Starboard LLC beneficially owned 529,841 Shares.

Percentage: Approximately 1.0%

(b)

1. Sole power to vote or direct vote: 529,841

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 529,841

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard LLC since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

C.	Starboard C LP

(a)

As of the close of business on March 6, 2013, Starboard C LP beneficially owned 131,075 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 131,075

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 131,075

4. Shared power to dispose or direct the disposition: 0

CUSIP NO. 88164L100

(c)

The transactions in the Shares by Starboard C LP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

D.	Starboard Value LP

(a)

As of the close of business on March 6, 2013, 830,859 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund and Starboard C LP and the manager of Starboard LLC, may be deemed the beneficial owner of the (i) 2,383,225 Shares owned by Starboard V&O Fund, (ii) 529,841 Shares owned by Starboard LLC, (iii) 131,075 Shares owned by Starboard C LP and (iv) 830,859 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.4%

(b)

1. Sole power to vote or direct vote: 3,875,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,875,000

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard LLC and Starboard C LP since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

E.	Starboard Value GP

(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 2,383,225 Shares owned by Starboard V&O Fund, (ii) 529,841 Shares owned by Starboard LLC, (iii) 131,075 Shares owned by Starboard C LP and (iv) 830,859 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.4%

(b)

1. Sole power to vote or direct vote: 3,875,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,875,000

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Value GP has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 2 to the Schedule 13D are forth in Schedule A and are incorporated herein by reference.

F.	Principal Co

(a)

Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 2,383,225 Shares owned by Starboard V&O Fund, (ii) 529,841 Shares owned by Starboard LLC, (iii) 131,075 Shares owned by Starboard C LP and (iv) 830,859 Shares held in the Starboard Value LP Account.

CUSIP NO. 88164L100

Percentage: Approximately 7.4%

(b)

1. Sole power to vote or direct vote: 3,875,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,875,000

4. Shared power to dispose or direct the disposition: 0

(c)

Principal Co has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 2 to the Schedule 13D are forth in Schedule A and are incorporated herein by reference.

G.	Principal GP

(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 2,383,225 Shares owned by Starboard V&O Fund, (ii) 529,841 Shares owned by Starboard LLC, (iii) 131,075 Shares owned by Starboard C LP and (iv) 830,859 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.4%

(b)

1. Sole power to vote or direct vote: 3,875,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,875,000

4. Shared power to dispose or direct the disposition: 0

(c)

Principal GP has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 2 to the Schedule 13D are forth in Schedule A and are incorporated herein by reference.

H.	Messrs. Smith, Mitchell and Feld

(a)

Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 2,383,225 Shares owned by Starboard V&O Fund, (ii) 529,841 Shares owned by Starboard LLC, (iii) 131,075 Shares owned by Starboard C LP and (iv) 830,859 Shares held in the Starboard Value LP Account.

Percentage: Approximately 7.4%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 3,875,000

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 3,875,000

(c)

None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard LLC, Starboard C LP and through the Starboard Value LP Account since the filing of Amendment No. 2 to the Schedule 13D are forth in Schedule A and are incorporated herein by reference.

CUSIP NO. 88164L100

Mr. Brown

(a)

As of the close of business on March 6, 2013, Mr. Brown beneficially owned 600 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 600

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 600

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Brown has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

J.	Mr. Cwynar

(a)

As of the close of business on March 6, 2013, Mr. Cwynar beneficially owned 580 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 580

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 580

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Cwynar has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

Mr. Lacey

(a)

As of the close of business on March 6, 2013, Mr. Lacey beneficially owned 500 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 500

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 500

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Lacey has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

L.	Mr. Riedel

(a)

As of the close of business on March 6, 2013, Mr. Riedel beneficially owned 400 Shares.

Percentage: Less than 1%

CUSIP NO. 88164L100

(b)

1. Sole power to vote or direct vote: 400

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 400

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Riedel has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

Mr. Stout

(a)

As of the close of business on March 6, 2013, Mr. Stout beneficially owned 581 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 581

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 581

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Stout has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

An aggregate of 3,877,661 Shares, constituting approximately 7.4% of the Shares outstanding, are reported in this Amendment No. 3.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is amended to add the following:

On March 6, 2013, Starboard C LP entered into a joinder agreement to that certain Joint Filing and Solicitation Agreement dated as of December 21, 2012 by and among Starboard V&O Fund, Starboard LLC, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP and Messrs. Smith, Mitchell, Feld, Brown, Cwynar, Lacey, Riedel and Stout, pursuant to which Starboard C LP agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer. A copy of the joinder agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. A copy of the Joint Filing and Solicitation Agreement was filed as Exhibit 99.1 to Amendment No. 1.

Item 7.

Material to be Filed as Exhibits.

Item 7 is amended to add the following exhibits:

99.1

Letter to Shareholders, dated March 6, 2013.

99.2

Joinder Agreement dated March 6, 2013 to the Joint Filing and Solicitation Agreement.

CUSIP NO. 88164L100

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 7, 2013

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

STARBOARD VALUE AND OPPORTUNITY S LLC

By: Starboard Value LP,

its manager

STARBOARD VALUE AND OPPORTUNITY C LP

By: Starboard Value LP,

its investment manager

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

STARBOARD PRINCIPAL CO GP LLC

By:	/s/ Jeffrey C. Smith
	Name:	Jeffrey C. Smith
	Title:	Authorized Signatory

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, Tudor Brown, George Cwynar, Thomas Lacey, George Riedel and Donald Stout

CUSIP NO. 88164L100

SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D

Shares of Common Stock

Purchased

Price Per

Share($)

Date of

Purchase

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

28,850		17.5864	03/04/2013
14,425		17.8306	03/05/2013

STARBOARD VALUE AND OPPORTUNITY S LLC

6,400		17.5864	03/04/2013
3,200		17.8306	03/05/2013

STARBOARD VALUE AND OPPORTUNITY C LP

125,000	17.8425	03/01/2013
4,050	17.5864	03/04/2013
2,025	17.8306	03/05/2013

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

10,700		17.5864	03/04/2013
5,350		17.8306	03/05/2013

EX-99.1 2 ex991to13da306297103_030613.htm LETTER TO SHAREHOLDERS DATED MARCH 6, 2013 ex991to13da306297103_030613.htm

Exhibit 99.1

March 6, 2013

Open Letter to Shareholders of Tessera Technologies, Inc.

Dear Fellow Shareholders:

Starboard Value LP, together with its affiliates (“Starboard”), currently owns approximately 7.4% of the outstanding common shares of Tessera Technologies, Inc. (“Tessera” or the “Company”), making us one of the Company’s largest shareholders.

As you may be aware, Starboard conducts extensive diligence using publicly available information in order to gain conviction in each of our investments. During the course of the ongoing diligence process in connection with our investment in Tessera, we became aware from sources, which we believe to be credible, that the Company’s CEO may have been engaging in inappropriate behavior. This is not information that we set out to find. Rather, this was information that was volunteered to us. Starboard generally does not seek to raise personal issues in assessing the merits of changes at a company, and we were therefore reluctant to even disclose this information to Tessera. However, through continued diligence, we determined that the situation, if true, may have serious negative implications for the operations of the business and our investment. Therefore, we followed what we believed to be proper protocol and made the Company’s board of directors (the “Board”) aware of our concerns through aprivate letter so the Board could fully investigate the matter. We did not publicly disclose any of this sensitive information and had no intention to do so. In fact, the day after our private letter to the Board, we released a public letter to shareholders in which we intentionally omitted any reference to any personal issues.

A board of directors is supposed to serve as the shareholders’ representatives and oversee best governance practices. Whistleblower claims should be delivered privately to the board of directors, and the board of directors has a responsibility to investigate such matters. For this reason, we believe that the Board’s response on March 4, 2013 to the existence of potential inappropriate conduct by Dr. Young is surprising and irresponsible. In our experience, most well-functioning boards would respond to such allegations privately by committing to fully investigate the situation and take appropriate actions, as necessary. In the letter to Starboard, the Board stated, “In the meantime please note that the Board unanimously stands behind our CEO Dr. Young.” We are concerned that the Board may be standing behind Dr. Young without first having formally investigated this potentially serious issue. The Board’s handling of this matter is even more troubling in light of the recent resignations of Messrs. Rivette and Goodrich, who cited disagreements with Board leadership, oversight, and strategy in their resignation letter. We are not at all surprised that the new, smaller Board is “unanimous” in their support of Dr. Young.

The Company’s “Open Letter to Starboard Value” then goes on to state that Starboard omitted the demands we made in our private letter from our public letter, implying that this was somehow unethical. To the contrary, we intentionally omitted the information in an attempt to keep the public debate to business issues, while privately initiating a dialogue with the Board regarding a potential settlement. Typically those discussions would remain private. Again, the Board chose to publicly disclose this information, not us. Now that our proposal is public, however, it deserves a bit more explanation.

As we have consistently stated, given the Company’s dismal financial and stock price performance, failed execution, poor governance, and troubling recent director resignations, we believe a change in a majority of the Board is required. Several weeks ago, we may have been able to be convinced that a solution to the Company’s current issues could be achieved by changing less than a majority of the Board. However, following the resignations of Messrs. Rivette and Goodrich, two directors who we believe are reasonable, open-minded, and pressing for positive change at Tessera, it became clear to us that a change of a minority of the Board would no longer be enough to ensure that the best interests of all shareholders are being represented in the boardroom. Although our proposed solution, which was presented to the Company when the size of the Board was still set at eight total directors, would result in a change in a majority of the Board, it is important to point out the following:

Our proposal only requires two additional incumbent directors to resign, one of which would be the current Chairman, while four of the incumbent directors would remain for continuity;

ii)

iii)

The new Chairman and new CEO would be identified and selected by the pro forma Board; and

iv)

As for Tessera’s settlement proposal of “adding two candidates from Starboard’s slate that meet the Company’s criteria, including independence and business acumen ”, this is news to us. All that was previously communicated to us was the Company’s willingness to interview four of our independent nominees. In response, we stated that we would be happy for the Board to interview our nominees prior to their appointment if and when we had reached a tentative agreement on mutually agreeable terms to resolve the pending election contest. We believe allowing the Company to interview these candidates now would be premature because it does not appear that the Company is prepared to consider proposals that will result in substantial change to the Board, a key component for us of any potentially acceptable settlement scenario. This was made especially clear in light of statements made during our meeting that under no circumstance whatsoever would the Company consider allowing any Starboard direct representative to join the Board.

In the letter, the Board then alleges that “the appointment of Starboard executives to our Board would present a conflict of interest.” We believe this allegation is without merit. The Board, itself, appears to acknowledge that there is no current conflict, stating that Unwired Planet, which I currently chair, “may compete with the Company’s strategic plans for its Intellectual Property business.” It appears then that even Tessera believes there is no conflict today, and any potential conflict of interest is purely speculative.

On February 19, 2013, we published a 10-page letter outlining our views, which included four specific initiatives we believe will create significant value at Tessera. Further, in our public letter on March 1, 2013, we committed to disclosing additional information on our plans for the Company, each of its businesses, and our strategy to unlock substantial value for the benefit of all shareholders. In response to our letter, all the Company has done is make broad statements about its status quo plan and make claims that the current strategy is working. Yet the reality is that the so-called “significant cost reduction initiatives” the Company has announced are only marginal and nowhere near acceptable. The Company’s commentary that the “DigitalOptics business continues to have a unique opportunity” makes no mention of years of failed investment and missed expectations. Lastly, the Board states that the Company’s “Intellectual Property business continues to perform well”, yet revenue decreased 28.5% while operating expenses increased 69.1% from 2009 to 2012, resulting in a staggering decline in segment operating income of approximately $116.6 million over this same time period.

If the Company’s status quo strategy were working, then ask yourself the following: Why has the Company’s stock price terribly underperformed over almost any time period? Why has the Company’s financial performance deteriorated drastically? Why have the heads of both of Tessera’s business units resigned within months of one another? And, finally, why have two highly-qualified and well respected directors abruptly resigned alleging serious issues at the Company? We cannot believe that these are signs of a healthy and prospering Company. Instead, these are symptoms of a dysfunctional Board and demonstrate the need for significant change in the Company’s leadership, direction, and oversight.

At this juncture, it has become clear to us that management and the Board of Tessera are not yet willing to embrace a level of change necessary to unlock value for its shareholders. This has further solidified our belief that a majority of the current Board must be reconstituted. It is time to move forward and for the Board to allow you, our fellow shareholders, to make the ultimate determination as to whom you believe will most effectively represent your interests on the Board. Unfortunately, for two years now the Company has manipulated annual meeting dates and nomination deadlines to prevent shareholders, and Starboard specifically, from making changes to the Board that we believe would benefit all shareholders. We note that the Company previously announced its intention to hold the 2013 Annual Meeting on May 23, 2013 in its fourth quarter results press release. However, our proxy solicitors have informed us that, to their knowledge, the annual meeting date has not been formally set by the Company. We hope and expect the Company will follow through on its commitment and immediately formalize and publicly announce a May 23, 2013 date, at the latest, for holding the Company’s 2013 Annual Meeting date so that shareholders can exercise their right to vote, without delay, on a slate of directors who they believe are best fit to serve as stewards of shareholder value.

Best Regards,

Peter A. Feld

Managing Member Starboard Value

EX-99.2 3 ex992to13da306297103_030613.htm JOINDER AGREEMENT TO THE JOINT FILING AND SOLICITATION AGREEMENT ex992to13da306297103_030613.htm

Exhibit 99.2

JOINDER AGREEMENT

This JOINDER AGREEMENT (the “Joinder”) is dated as of March 6, 2013 by and between Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company, Starboard Value and Opportunity S LLC, a Delaware limited liability company, Starboard Value LP, a Delaware limited partnership, Starboard Value GP LLC, a Delaware limited liability company, Starboard Principal Co LP, a Delaware limited partnership, Starboard Principal Co GP LLC, a Delaware limited liability company, Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld, Tudor Brown, George Cwynar, Thomas Lacey, George Riedel and Donald Stout (collectively, the “Existing Members”) and Starboard Value and Opportunity C LP, a Delaware limited partnership (the “New Member”).

WHEREAS, the Existing Members are parties to that certain Joint Filing and Solicitation Agreement dated as of December 21, 2012 (the “Agreement”), pursuant to which the Existing Members formed a “group” (as contemplated by Section 13(d) of the Securities Exchange Act of 1934, as amended) for the purpose of seeking representation on the Board of Directors of Tessera Technologies, Inc., a Delaware corporation (the “Company”), at the 2013 annual meeting of stockholders of the Company and for the purpose of taking all other action necessary to achieve the foregoing; and

WHEREAS, the New Member desires to join the group formed by the Existing Members.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:

1. Effective immediately, the New Member is joined as a party to the Agreement.

2. The New Member agrees to be bound by the terms of the Agreement, the terms of which are incorporated herein and made a part hereof.

3. This Joinder may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

[Signature page on next page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

STARBOARD VALUE AND OPPORTUNITY S LLC

By: Starboard Value LP,

its manager

STARBOARD VALUE AND OPPORTUNITY C LP

By: Starboard Value LP,

its investment manager

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

STARBOARD PRINCIPAL CO GP LLC



By:	/s/ Jeffrey C. Smith
	Name:	Jeffrey C. Smith
	Title:	Authorized Signatory

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld, Tudor Brown, George Cwynar, Thomas Lacey, George Riedel and Donald Stout

GRAPHIC 4 starboard_logo.jpg begin 644 starboard_logo.jpg M_]C_X``02D9)1@`!``$`8`!@``#__@`?3$5!1"!496-H;F]L;V=I97,@26YC M+B!6,2XP,0#_VP"$``@%!@<&!0@'!@<)"`@)#!0-#`L+#!@1$@X4'1D>'AP9 M'!L@)"XG("(K(AL<*#8H*R\Q,S0S'R8X/#@R/"XR,S$!"`D)#`H,%PT-%S$A M'"$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q,3$Q M,3$Q,3$Q,?_$`:(```$%`0$!`0$!```````````!`@,$!08'"`D*"P$``P$! M`0$!`0$!`0````````$"`P0%!@<("0H+$``"`0,#`@0#!04$!````7T!`@,` M!!$%$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I M*C0U-CH.$A8:' MB(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7 MV-G:X>+CY.7FY^CIZO'R\_3U]O?X^?H1``(!`@0$`P0'!00$``$"=P`!`@,1 M!`4A,08205$'87$3(C*!"!1"D:&QP0DC,U+P%6)RT0H6)#3A)?$7&!D:)BH*#A(6& MAXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7&Q\C)RM+3U-76 MU]C9VN+CY.7FY^CIZO+S]/7V]_CY^O_``!$(`%$`YP,!$0`"$0$#$0'_V@`, M`P$``A$#$0`_`/?Z`"@`H`*`"@`H`*`"@`H`*`"@`H`*`#I0`F<4`9UWK5K; ML43,KCJ%Z#\:UC2DR'-(SV\0S9^6",#T))K3V"[D.H+'XBD#?O($(_V3BAT% MT8>T+@\0:>,!I=LA_P"61^]^51[&?8OVD2I-XA((F(%Q&8_<'(J)46MBE4-:*5)$#QL&4]"#6#5MS M7T'T`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`(>*`.:UC56G=H M;=RL0X)4XW5U4Z:6K,)SZ(ROPQ71]=FRL9FYI&H&?$,[?.!PQ[UR5*=M47%FG]*Q+"@"WIM])8R[EYC M/WES43@I(I2Y3K8)4FB62,Y5AD5Q-0[1].]:THWD1-V1RWTZ#@5V,YPH$'\J M!G):C=H\SSRR!$/1F(`Q7=&T8HRUN9IUK35./ML./]X4[H5F6K._MY71K6XC M=@<@(X)HT:L%FCL;:43P)(#]X9/UKBDK,U).E2,!P?I0!N^&;H_O+9CG^)?Z MUS5H]4:TWT-X5SFP4`%`!0`4`<]XG\8:?X=F@M98;J^U"X!:&QLH3+-(H/+` M#@#W)`H`S9/B&MB0^M^&/$.EVVW<;F2T$T:C_:,3,5_$4`=:+N`\>:BL,95F MPRY`/(ZC@T`!NH1@&6,$D*,L!R>U`#C,@8+N&6Z#/)H`>6Q0`9QVH`3<.W;^ M5`"YP.E`";N,@9^E`"+*K$A2"5.#@]*`%W>HQ0`U9`^0I!(X(!Z&@#G_`!3< M(+F&)G4%06P6`Z__`*JZ:-E MI1L2%7#;L]@`?\*BK\#+AN=1;SQ3IOMY$E3.-R,"*XCH$2Z@>9H8Y8VE499` MP)`]2.U`#C/$IPTJ*1V+"@!%N86D$:2HSD%@H;)P,9/ZB@"4?E0!POB;2==T MOQG'XJ\.6$.K&6S%E=63S+#(%#E@\;M\OW"217`B&<;F5"3CWH`NZ]X0\)^)K*?7KG3;749)[;S(KDL6RNSY2O/3 M'/XT`<]\)/`?ABY\$^'M9ET>!M2").+@;@^]7R#U]0*`,CQ.UWJGB+6O'=DS M-%X1NHK:V13CS8X\F[&#_P!=.#_LT`=+\9[K3+OX>0WEPR2Z<]W:2L^"5,)D M7)XY/RD\#GF@#BM:N?A?>:5=P>`X)V\1/&?L(TVWN8YA)V.2``N>N>,9H`W? MC3$$\&>#SXE1)I4U:T6^*H6W?NW\T`#)()'0=>*`.=\4W'@:""S/@&VDTCQ# M)=Q):7;QSV<298%O,9\`K@$8Y/H*`.X\6F[\3?$:Q\'->7%KID.GG4;W[,YC M:Y_>!%3<.0H/)Q_A0!8U?X6^'[?3II_#-LVAZK#&S6UW:RNA5P,C<,X920,@ MCI0`_P`->//M/PDC\7ZD@66&UD:50`HDD0E>,=-S#CZT`<]\.;2[\$^*-/L- M2+Y26<8[91Q^*T`9/Q:&A?\`"X;0>)(1+9_V&I"F)Y/G\Y\' M"`GIGGI[UI3M?4F5[:&7H,>B77B_2KKP#;W$=HGFC4)8XY$A=-OR@[QRVX\8 M]ZW5G/W3)W2U(1I&D:CXZ\7#4K"&Y=)+40A@<)NC;<1[Y`K2E34YOF6A,I., M58S]3TM=!U.SBTIGBLM2+VTUJ6RFXJ<,`>GO]!71*'LIKEV9,7S+4S_#>JR: M#KUEJ40.;:4$K_>7HP_$$TJD.:+B.+LSIOB=H)'C6&32E$D&N[)[4K]UGAKHJ+FM374SCIJ=9\,-3E@M'T6 M[8^9I\IM3N&"`,[&`]"N*F$?#I?B!XP/BW2)=0E%[$(62SFGV@Q`D9C!Q]#^ M&>:`/0?A]HOA2*U_MKPII(T];CS(23&T;L$\2H=.FE,$B,"3N23D9.>01V%`&9J>M>-M9L)=.L_!/\` M9\ETC0O=7M_"T4(92"VU@#HM,T%FN7L['R%(`!D(3'&?4 MT`8?A.VUOP[\);2S33)#K5I9M&EJ9$_UN3MR=VW&2#UZ4`8WAKX+^%#X>L&\ M1:.\^K/`K7DC7"2/>@"O#H7B2/X=P>'[G3+F:;2M6A$$GF1YG MM(Y0ZO\`>[*,8/H*`.K^)7AN;6=&%]HX,.OZ63:*?5-+L MUT^>.]B$MM*D@G>YR<#C%`#? M&GPTTVQTF/4?!&B16^NV%S%-]>O+30GO8+YH2C&X6+`5 M,=#GKG]*VI.<&VHW3)DHM)-BVUEJVK:Q::AK%O'IT%B"T-JDPD8N1C+,!C\/ M>MU&:-2()R64^C'J,]NM5-6D$7T/1?A_KFC3^& M=-EUZ[M([W0)I?LB23H&D4IPH&>.2/\`OD5Y]2$N9J.S.B+5CS5S=>(_$$LT M^6GNYFDE)_AR(](\=ZSJ^F>'&U6UU*.`1L+M(<;8U!ZY)YXZ#I7').$VTC56 M<4=_X%U/Q1<7QMM9\'-I%I*A9KMKY)CP.%"*,\YZYKGG/F9K&/*C/\*VOBWX M>V,F@6WAH:]I<4TCV5S;7<<3JC-NV.KD&_%_B>YMO"5UJEMJ=U'-#-%= M0IP(PIX9L]10!T&B^)-8N+YDUOPS+H5BD+.UU=F6">.1D`+!'!(!)`Z>X/Y'TH`EQ0`8]#0`;?4F@`VXZ<4`)M&:`#;[ MT`&WWH`7;QUS0`8H``N._2@!-M`!M&,=J`#9QCTZ<=*`%V^YH`R=7T@7!\ZV M`68QG*%]CS?6XI(=3G25&C8-T/%>O2DG!6..2<64QQT_3B MM1;$%Y:Q7=NT-P@:-NOM[TFKAU,2%1#(0B!F]AR<^OZT7MH!Z M3XE`"X_2@``Q M0!6U33K;5+&2RO8_,@EQO3)&<$'MVR!QWZ'B@"/3-'L=*DG>Q@$+7&/,(8G= MC..I_P!H_G0!>H`*`"@`H`*`"@`H`*`"@`H`*`"@`H`*`$84`X[(@EL;64YD@4GU'%6IRCL#2(UTJR4Y\@$>[&G[20 M`*-MP.FT333:1F67 M_7/_`..BN.I/F=D=$(V-3I6184`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0` M4`%`!0`4`%`!0`$4`0W-M%'F!S;2@C^Z_!_.NA5U MU,G3[%/^Q+X''EK_`-]"K]K$GV;)8=!N6(\QDC'UR:3K16PU3?4V+#2X+/E1 MN?\`O$5A*I*1JHJ)=`Q690M`!0`4`%`!0`4`%`!0`4`%`!0`4`%`!0`4`%`! J0`4`%`!0`4`%`!0`4`%`#>],!U2P$'4TP%H`*`"@`H`*`"@`H`*`/__9 ` end