The Board of Xperi Holding Corporation (NasdaqGS:XPER) announced the spin-off of Xperi Inc. on August 2, 2022. Xperi Holding Corporation announced the appointment of Keith Jones as Chief Financial Officer of Adeia. Jones will join the Company on August 8, 2022 and will be the Chief Financial Officer of Adeia effective upon the separation of the Companyâs IP and product businesses later this fall. The transaction is approved by board of directors of Xperi Holding Corporation. The Board has declared a distribution of the then issued and outstanding shares of common stock, par value $0.001 per share, of Xperi Inc. (the âXperi Inc. Common Stockâ), as a dividend on a pro rata basis to the Companyâs stockholders of record as of the close of business on Wednesday, September 21, 2022 (the âRecord Dateâ). Each Company stockholder of record on the Record Date will receive a distribution of four shares of Xperi Inc. Common Stock for every ten shares of common stock, par value $0.001 per share, of the Company, that it holds on the Record Date. The Spin-Off is expected to occur on or about October 1, 2022. Upon completion of the Spin-Off, Xperi Inc. will be an independent, publicly traded company, and the Company will retain no ownership interest in Xperi Inc. It is anticipated that âwhen-issuedâ trading in Xperi Inc. Common Stock on the New York Stock Exchange (âNYSEâ) will begin on or about September 20, 2022, under the symbol âXPER WI,â and that Xperi Inc. Common Stock will begin âregular-wayâ trading on the NYSE on October 3, 2022 under the symbol âXPERâ. Xperi Holding Corporation will be renamed Adeia Inc. and is expected to remain trading on the Nasdaq under the new stock symbol âADEAâ. The Spin-Off remains subject to certain customary conditions being satisfied or waived as of the closing date, including the U.S. Securities and Exchange Commission (âSECâ) having declared effective Xperi Inc.âs registration statement on Form 10 (the âForm 10â). On September 28, 2022, Xperi Holding Corporation (the âCompanyâ) issued a press release announcing the appointment of directors and certain officers to Adeia (âAdeiaâ), the Companyâs IP licensing business, in connection with the previously-announced spin-off (the âSpin-Offâ) of the Companyâs product business, Xperi Inc. (âXperi Inc.â), a wholly owned subsidiary of the Company, expected to occur on October 1, 2022. Effective as of the completion of the Spin-Off, each of Darcy Antonellis, Laura J. Durr, David Habiger, Jon Kirchner and Christopher A. Seams will resign from their positions as members of the Companyâs board of directors (the âBoardâ), as well as their respective positions as members of various committees thereof, to serve on the board of directors of Xperi Inc., which will be an independent publicly traded company after the completion of the Spin-Off. None of the resigning directors will enter into any agreements with the Company in connection with their resignations. In connection with such director resignations, the Board will reduce its size from eight (8) members to five (5) members and will appoint Paul E. Davis and V. Sue Molina to the Board. Ms. Molina will be the Chair of the Audit Committee and a member of the Compensation Committee. Dan Moloney, Raghavendra Rau, and Tonia OâConnor will continue as members of the Board of the Company. Mr. Moloney will serve as chair of the Board and Compensation Committee and a member of the Nominating and Governance Committee, Mr. Rau will serve as chair of the Nominating and Governance Committee and a member of the Audit Committee, and Ms. OâConnor will serve as a member of the Audit, Compensation, and Nominating and Governance Committees. Centerview Partners LLC acted as financial advisor to of Xperi Holding Corporation .
The Board of Xperi Holding Corporation (NasdaqGS:XPER) completed the spin-off of Xperi Inc. on October 1, 2022. Centerview Partners LLC acted as financial advisor and Mike Ringler of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Adeia Inc. and Xperi Inc.
Xperi Inc. is a consumer and entertainment technology company. The Company invents, develops, and delivers technologies that are integrated into a variety of consumer devices and media platforms worldwide, powering smart devices, connected cars and entertainment experiences. It operates through four business categories: Pay-TV, Consumer Electronics, Connected Car and Media Platform. Pay-TV transforms the traditional television user experience from linear multi-channel video program distribution (MVPD) to cloud-based digital video recordings (DVRs). Its Consumer Electronics business provides technology solutions delivered to its customers to enhance their entertainment experience in the home and on-the-go. Its Connected Car transforms the automotive experience through multimedia and personalization to the connected car. The Companyâs Media Platform provides technology that enables consumers to find, watch, and enjoy their favorite media entertainment on connected devices.