Slide 1: Schedule 14A Proxy Statement Information - DTS, Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than
Slide 2: Amount Previously Paid / Filing Party
(1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:
Slide 3: Tessera (TSRA) to Acquire DTS (DTSI)
Tessera® (TSRA) to Acquire DTS® (DTSI) September 20, 2016
Slide 4: Safe Harbor / Forward-Looking Statements
Safe Forward This Litigation Securities assumptions “may,” convey control, not whether integrating including 9) may failure Tessera’s important recent www.sec.gov. developments 2applicable intense place acquire Harbor presentation reports to “anticipate,” uncertainty and Tessera Looking receive undu
Slide 5: Additional Information and Where to Find It
Additional Where In Tessera web with DTS, stockholders directors when by 3DTS’s connection reading site respect Tessera they stockholders proxy topursuant at in Find become Tessera’s www.sec.gov. Information the to in statement and with Itthe solicitation connection totheir proposed available. the t
Slide 6: Today's Speakers
Today’s Tom 4CEO, Lacey Tessera Speakers Robert CFO,Andersen Tessera Chairman Jon Kirchner & CEO, DTS
Slide 7: Transformative Acquisition
Transformative Projected Acquisition Combined interconnect 5Enabling Smart 2016 company brings technologies pro Acquisition Audio 25+ forma creates will and new be revenue Imaging to one atier global Drive one of of the Everywhere customer Profitable innovator approximately world’srelationships lead
Slide 8: Compelling Strategic Combination
Compelling Strategic Combination development Spans tier-1 Significant mobile 6business + customer Operating Meaningful large and•Provides Financial cross-selling automotive diversified Transaction synergies platform ofdiversification base audioscale & flexibility end operating Rationale synergies im
Slide 9: Transaction Overview
Transaction Tessera Immediately Annual Acquisition 7Projected cost toto pro acquire debt Overview close synergies accretive forma oflate DTS ~$600M EBITDA Q4 of tofor $15M EPS or$42.50/share early under for combined Q1 committed companies financingoffacility approximately $240 million in 2016 – incl
Slide 10: Combined Financial Profile
Financial $MM, Tessera $256 100% 13% 14% 67% LTM Non 8Numbers GAAP metrics Non-GAAP 26% 44% 31% $164 97% do Profile DTS metrics 18% 26% 53% not $420 99% asCombined of include for6/30/16. Metrics exclude LTMsynergies amortization or the financial of intangibles, contribution stock-based of iBiquity c
Slide 11: DTS Overview
DTS •FY 9*Non Additional Licensed Brand IP Solid Highly More Multiple Revenue licensing Overview GAAP and than recognized defensible growth in increasing 1/3 upside earnings more model: Leading ofopportunities, revenue than for with intellectual high operating release high 2Global hybrid billion mar
Slide 12: Enhanced Platform for Growth
Enhanced Robust *A *Estimated 10ccelerated Brand, Strategic %growth of Product 2016 Platform forPro &audio, Technology Forma Continue Revenue Licensing high profitability Platform imaging, to Drive Growth semiconductor of IP licensing packaging and integrated technology offerings *
Slide 13: Technologies in Billions of Devices Today
DTS audio FotoNation® hardware ZiBond® Tessera interconnect 11 Photo and packaging/ and technologies Sources: DTS technologies IP imaging software DBI® are Samsung; Over100 inOver2.9 BillionsofDevicesToday Over2 Over1 billion Sony billion billion chips devices smartphones
Slide 14: Enabling Premium Audio and Imaging Experiences
Enabling Chip Premium Imaging Interconnect 12 Packaging Small Integrated AudioMachine and Audio Learning and Imaging Experiences +
Slide 15: Complementary Technology Portfolio
Complementary Mobile Object Face Biometrics Small Image High Semiconductor Stabilization Fast DBI™ DTS-HD® DTS 13 Consumer Semiconductor Object DTS Focus Source: recognition beautification Dynamic Machine Processing Headphone:X® Sound™ Play-Fi® recognition in Hybrid IOTAR/VRElectronicsAutomotive rec
Slide 16: Enabling High Performance, Low-Power Technologies Everywhere
Enabling High Computational Semiconductor 14 Performance, SmartImaging Packaging Audio Low-Power and Audio and Imaging Interconnect Technologies Everywhere Low-Power Machine Learning
Slide 17: Thank You
Thank You TFSSFRA
Slide 18: Q&A for Tessera's Acquisition of DTS
Q&A for Tessera’s Acquisition of DTS Tom Lacey – what is the genesis of the deal? How long have you been in discussions with DTS? From the time I became CEO of Tessera, I have reached out to a number of CEO’s of other technology licensing companies. I met Jon at DTS. Over time as we got to know each
Slide 19: Regulatory risks and integration Q&A
Do you anticipate any regulatory risks? The deal requires HSR review, but we expect it to close towards the end of Q4 2016 or early Q1 2017. Tom Lacey – how do you plan to handle integration and establish a single culture? As Jon and I have spent time together, we’ve found we share many common value
Slide 20: Expected customer reaction Q&A
What do you expect your major customers to say about this transaction? We expect that our customers will be very supportive of this transaction, as a major strategic benefit of the transaction is the technology synergy between Tessera’s FotoNation business and DTS’s audio technologies. Both Tessera
Slide 21: Forward Looking Statements
Forward Looking Statements This Q&A or any statements incorporated by reference herein, including, for example, the expected date of closing of the transaction and the potential benefits of the transaction, are “forward-looking statements” within the meaning of the Private Securities Litigation Refo
Slide 22: Additional Information and Where to Find It
Additional Information and Where to Find It In connection with the proposed transaction, DTS will file a proxy statement with the SEC. Additionally, DTS will file other relevant materials with the SEC in connection with the proposed acquisition of DTS by Tessera pursuant to the terms of an Agreement