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Published on 2/7/2008 in the Prospect News Special Situations Daily.

Transmeta to consider unsolicited offer from Riley Investment and alternatives

By Lisa Kerner

Charlotte, N.C., Feb. 7 - Transmeta Corp. retained Piper Jaffray & Co. to help the board of directors and management identify options to enhance shareholder value, the company announced on Thursday.

Piper Jaffray will also assist in the evaluation and response to Riley Investment Management LLC's unsolicited indication of interest, which Transmeta called "highly conditional."

Transmeta does not expect to have an answer for Riley by its requested Feb. 8 date.

As previously reported, Riley, a 7% shareholder, wants to acquire all of the outstanding shares of Transmeta not already owned by Riley or its affiliates for $15.50 per share in cash.

Conditions of the proposal include completion of satisfactory due diligence and the negotiation of mutually acceptable definitive agreements. The proposal is not conditioned on financing.

Riley has in the past expressed concern over Transmeta's strategic direction and stewardship, particularly in regards to the development of the company's LongRun2 technologies.

The investor has also filed a shareholder derivative lawsuit against Transmeta and its board members concerning recent bonus payments and option grants, as well as the company's refusal to provide requested information.

In December, Riley demanded it be allowed to designate four new board members to replace those who have held their positions since the company's initial public offering, according to a Securities and Exchange Commission filing.

Santa Clara, Calif.-based Transmeta develops computing, microprocessor, semiconductor technologies and related intellectual property.


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