UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On September 11, 2019, Rambus Inc. (the “Company”) issued a press release announcing that it entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Verimatrix, a société anonyme incorporated under the laws of the Republic of France (formerly Inside Secure) and a global provider of security and analytics solutions that protect devices, services and applications (“Verimatrix”), to acquire its Silicon IP, Secure Protocols and Provisioning business (the “Transaction”).
The Purchase Agreement includes certain customary representations, warranties and covenants on the part of the Company and Verimatrix. The Purchase Agreement also includes various other provisions customary for transactions of this nature, including regulatory approvals and other closing conditions, and certain remedy provisions for the benefit of the Company subject to certain limitations on liability for Verimatrix.
A copy of the Company’s press release announcing the Transaction is attached to this report as Exhibit 99.1. The information in the press release that is an exhibit to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 |
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| 104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 11, 2019 |
Rambus Inc. | |||||
| /s/ Jae Kim | ||||||
| Jae Kim | ||||||
| Senior Vice President and General Counsel |
Exhibit 99.1
PRESS RELEASE
Rambus Signs Agreement to Acquire Silicon IP and Secure Protocols Business from Verimatrix
SUNNYVALE, Calif. – Sep. 11, 2019 – Rambus Inc. (NASDAQ: RMBS), a premier silicon IP and chip provider making data faster and safer, today announced it has signed an asset purchase agreement to acquire the Silicon IP and Secure Protocols business of Verimatrix (Euronext Paris: VMX), formerly Inside Secure, for $65 million in cash. With the proposed acquisition, the world-class embedded security teams, products and expertise from Verimatrix and Rambus will combine to create the industry’s most comprehensive portfolio of silicon-proven security IP and chip provisioning solutions.
As previously announced, the parties have entered into an exclusivity agreement with respect to the proposed transaction as of September 3, 2019. This acquisition is expected to close this year and is subject to customary closing conditions, including certain regulatory approvals.
Follow Rambus:
Company website: rambus.com
Rambus blog: rambus.com/blog
Twitter: @rambusinc
LinkedIn: www.linkedin.com/company/rambus
Facebook: www.facebook.com/RambusInc
About Rambus Inc.
Dedicated to making data faster and safer, Rambus creates innovative hardware, software and services that drive technology advancements from the data center to the mobile edge. Our architecture licenses, IP cores, chips, software, and services span memory and interfaces, security, and emerging technologies to positively impact the modern world. We collaborate with the industry, partnering with leading chip and system designers, foundries, and service providers. Integrated into tens of billions of devices and systems, our products and technologies power and secure diverse applications, including Big Data, Internet of Things (IoT) security, mobile payments, and smart ticketing. For more information, visit rambus.com.
Source: Rambus Inc.
Press Contact:
Cori Pasinetti
Rambus Corporate Communications
t: (408) 462-8306
cpasinetti@rambus.com
Forward-looking statements
Information set forth in this press release, including statements as to Rambus’ outlook and statements as to the expected timing, completion and effects of the proposed acquisition, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements are based on various assumptions and the current expectations of the management of Rambus and may not be accurate because of risks and uncertainties surrounding these assumptions and expectations. Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, or what effect they will have on the operations or financial condition of Rambus. Forward-looking statements included herein are made as of the date hereof, and Rambus undertakes no obligation to publicly update or revise any forward-looking statement unless required to do so by federal securities laws.
Major risks, uncertainties and assumptions include, but are not limited to: the expected benefits and costs of the proposed transaction; management’s plans relating to the proposed transaction; the expected timing and completion of the proposed transaction; statements of the plans, strategies and objectives of Rambus for future operations; any statements regarding anticipated operational and financial results; any statements of expectation or belief; the risk that disruptions from the proposed transaction will harm Rambus’ business; other factors described under “Risk Factors” in Rambus’ Annual Report on Form 10-K and Quarterly Reports on Form 10-Q; and any statements of assumptions underlying any of the foregoing. It is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
Document and Entity Information |
Sep. 11, 2019 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | RAMBUS INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000917273 |
| Document Type | 8-K |
| Document Period End Date | Sep. 11, 2019 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-22339 |
| Entity Tax Identification Number | 94-3112828 |
| Entity Address, Address Line One | 1050 Enterprise Way |
| Entity Address, Address Line Two | Suite 700 |
| Entity Address, City or Town | Sunnyvale |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94089 |
| City Area Code | (408) |
| Local Phone Number | 462-8000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock |
| Trading Symbol | RMBS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |