3SOF

(TMTA)
$250M Settlement Causes Huge Spike in Transmeta Shares.......

Wednesday's session saw the financials feed the bear following
Merrill Lynch's larger than expected losses. Online retailer, Amazon.
com, also contributed to the downward move following an
earnings report that beat estimates, though fell due to expected
profit margins declining with the holiday season right around the corner.
Even further, the National Association of Realtors reported sales of existing homes fell 8% in September to their lowest levels in 8 years.

Median sales prices also fell 4.2%. Following the intraday
bounce off lows of over 200 points, the Dow closed almost even, while the Nasdaq was down
almost 1%. Speculation suggested an emergency Fed meeting as the catalyst, though the rumors were quickly dismissed.

In the small cap space, one name saw a fairly large increase in price on an important piece of
news.
Transmeta Corporation (TMTA) develops and licenses innovative computing, microprocessor and
semiconductor technologies and related intellectual property. Founded in 1995, Transmeta first
became known for designing, developing and selling its highly efficient x86-compatible softwarebased microprocessors, which deliver a balance of low power consumption, high performance, low cost and small size suited for diverse computing platforms.
The Company also develops advanced power management technologies for controlling leakage and increasing power efficiency in semiconductor and computing devices.

In October of 2006, the Company filed a patent infringement suit against Intel for infringement upon 10 Transmeta U.S. patents covering computer architecture and power efficiency technologies.
The complaint charged that Intel had infringed Transmeta's patents by making and selling a variety of microprocessor products including at least Intel's Pentium III, Pentium 4, Pentium M, Core and Core 2 product lines. The complaint requested an injunction against Intel's continuing sales of infringing products as well as monetary damages, including reasonable royalties on infringed products, treble damages and attorney's fees.

In January, Intel countersued and disputed Transmeta's charges while accusing the smaller rival of infringing seven Intel patents. One of Intel's patents, filed in 1998, covers an "apparatus for controlling power usage," while the remaining six cover kinds of chip features.

In May, the Company reported some disappointing earnings and announced a restructuring was to take place.

"In the first quarter of 2007 we made the difficult, but necessary, decision to reduce our spending by restructuring the company to focus on developing and licensing our technologies and intellectual property," said Les Crudele, president and CEO in the Company's first quarter earnings release.

"The restructuring is proceeding according to plan and, in some cases, is ahead of schedule. We expect to further reduce our headcount by 15 to 20 percent during the second quarter, mainly affecting general and administrative positions. As a result of the restructuring, we are no longer pursuing engineering services as a separate line of business and have also exited the business of selling microprocessor products."

On Wednesday, the Company made a large stride towards their licensing and development strategy.
Trasmeta announced that it had reached an agreement with Intel to settle all claims between them and to license the Transmeta patent portfolio to Intel for use in current and future Intel products.
The agreement grants Intel a perpetual non-exclusive license to all Transmeta patents and patent applications, including any patent rights later acquired by Transmeta, now existing or as may be filed during the next ten years. Transmeta will also transfer technology and grant to Intel a non-exclusive license to Transmeta's LongRun and LongRun2 technologies and future improvements.
The agreement provides for Intel to make an initial $150 million payment to Transmeta as well as to pay Transmeta an annual license fee of $20 million for each of the next five years for a total of $250 million.
Following the announcement, shares of TMTA gained over 230%, INTC shares fell 3.5%, while Applied Micro Devices (AMD), who owns $7.5 million in preferred stock in TMTA, shares fell 4.37%.

Transmeta Moves Past Litigation with
Intel.......
To Consider Sale To Activist Investor
Trading on Transmeta Corporation (TMTA) was up +3.715% after the
company reported the formal dismissal of a patent litigation in which
Intel made an initial $150M payment. Transmeta's lawsuit was orginally
announced in October 2006. The complaint charged that Intel had
infringed upon Transmeta's patents by making and selling a variety
of microprocessor products including Intel's Pentium III, Pentium 4,
Pentium M, Core and Core 2 product lines. The complaint requested
an injunction against Intel's continuing sales of infringing products as
well as monetary damages, including reasonable royalties on infringing
products, treble damages and attorneys' fees. On the same day,
Transmeta received a letter from Riley Investments expressing interest
to acquire all of the company's outstanding shares for $15.50 in cash.
The bid is higher than today's opening bid of 13.59000, though lower
than the 52 week high of 15.70000. As an activist investor, Riley has
been known for an aggressively strategy, as it recently filed a 13D over
a proposed merger proposition on January 18, 2008 between Zilog and
Universal Electronics, which it tried to forge at $4.50 a share. While
Zilog's decision based on due diligence is pending, Riley Investment
previously ran into trouble with the 7% owned Regent Communications
Inc, as it became involved in an August lawsuit in connection with a solicitation
of requests from Regent shareholders to call a special meeting
to amend Regent's bylaws, and to add four new directors to Regent's
board, nominated by Riley. Transmeta also announced today that it will
consider Riley's offer.

SAN JOSE, Calif., Jan 28, 2009 (BUSINESS WIRE) -- Novafora, Inc., a developer of video processors, today announced that it has completed its acquisition of Transmeta Corporation (formerly listed as NASDAQ: TMTA). The acquisition - which was formally announced on November 17, 2008 - was finalized upon approval by Transmeta shareholders.

"With the completion of our acquisition of Transmeta, we are now focusing on putting its innovative technology to work," said Zaki Rakib, CEO of Novafora. "The addition of Transmeta's power management technology to our video processor will enable us to target Novafora's products to the broadest range of video-oriented devices."

Since its founding in 1995, Transmeta has been recognized for its innovative computing, microprocessor and semiconductor technologies, and in particular, its initial line of x86-compatible software-based microprocessors. In recent years the company's business model has increasingly focused on licensing its technologies and related intellectual property.

About Novafora

Novafora is a video processor company enabling OEMs to deliver on the promise of the digital video revolution - the highest quality video, anywhere, on any display device and at any time. Novafora was founded in 2004 by a group of successful entrepreneurs and video experts and is backed by leading venture capital firms. More information on the company can be found on its website www.novafora.com.

Forward-Looking Statements

This press release contains forward-looking statements concerning Novafora, including, among other things, the ability to advance the company's vision of making its products applicable across the broadest range of video-oriented devices. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. All forward-looking statements in this press release are made based on management's current expectations and estimates, which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in the forward-looking statements. These statements involve a number of risks and uncertainties including, but not limited to, the ability to incorporate the Transmeta technology into Novafora's products, the ability of Novafora to fulfill the promise of the digital video revolution and other risk factors. Novafora does not undertake any obligation to update forward-looking statements made herein, and such forward-looking statements speak only as of the day hereof.

SOURCE: Novafora, Inc.


 
Media Contact:   
Mobility Public Relations   
John Sidline, 503-946-3311   
[email protected]   
or   
Business Contact:   
Novafora   
Vice President of Marketing   
Dushyant Desai, 408-582-5300   
[email protected] 

Copyright Business Wire 2009

SAN JOSE, Calif., Jan 28, 2009 (BUSINESS WIRE) -- Novafora, Inc., a developer of video processors, today announced that it has completed its acquisition of Transmeta Corporation (formerly listed as NASDAQ: TMTA). The acquisition - which was formally announced on November 17, 2008 - was finalized upon approval by Transmeta shareholders.

"With the completion of our acquisition of Transmeta, we are now focusing on putting its innovative technology to work," said Zaki Rakib, CEO of Novafora. "The addition of Transmeta's power management technology to our video processor will enable us to target Novafora's products to the broadest range of video-oriented devices."

Since its founding in 1995, Transmeta has been recognized for its innovative computing, microprocessor and semiconductor technologies, and in particular, its initial line of x86-compatible software-based microprocessors. In recent years the company's business model has increasingly focused on licensing its technologies and related intellectual property.

About Novafora

Novafora is a video processor company enabling OEMs to deliver on the promise of the digital video revolution - the highest quality video, anywhere, on any display device and at any time. Novafora was founded in 2004 by a group of successful entrepreneurs and video experts and is backed by leading venture capital firms. More information on the company can be found on its website www.novafora.com.

Forward-Looking Statements

This press release contains forward-looking statements concerning Novafora, including, among other things, the ability to advance the company's vision of making its products applicable across the broadest range of video-oriented devices. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. All forward-looking statements in this press release are made based on management's current expectations and estimates, which involve risks, uncertainties and other factors that could cause results to differ materially from those expressed in the forward-looking statements. These statements involve a number of risks and uncertainties including, but not limited to, the ability to incorporate the Transmeta technology into Novafora's products, the ability of Novafora to fulfill the promise of the digital video revolution and other risk factors. Novafora does not undertake any obligation to update forward-looking statements made herein, and such forward-looking statements speak only as of the day hereof.

SOURCE: Novafora, Inc.


 
Media Contact:   
Mobility Public Relations   
John Sidline, 503-946-3311   
[email protected]   
or   
Business Contact:   
Novafora   
Vice President of Marketing   
Dushyant Desai, 408-582-5300   
[email protected] 

Copyright Business Wire 2009