UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. ☐
Section 7 – Regulation FD
| ITEM 7.01 | Regulation FD Disclosure |
On June 6, 2024, Dolby Laboratories, Inc., a Delaware corporation (“Dolby” or the “Company”), announced that it had entered into a definitive agreement with General Electric Company (operating as GE Aerospace), a New York corporation (“GE”), to purchase all of the issued and outstanding equity interests of GE Intellectual Property Licensing, LLC, a Delaware limited liability company, and GE Technology Development, Inc., a Delaware corporation, which, collectively with each of their subsidiaries, comprise GE Licensing, an intellectual property licensing business primarily targeting the consumer digital media and electronics sectors (“GE Licensing”), for an aggregate cash purchase price of $429,000,000, subject to certain purchase price adjustments.
The closing of the proposed transaction is contingent on the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and certain other customary closing conditions.
On June 6, 2024, Dolby issued a press release concerning the proposed transaction, a copy of which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.1) 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, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Form 8-K may contain forward-looking information related to the Company and the proposed acquisition of GE Licensing by the Company, that involves substantial risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. When used in this communication, words such as “enables”, “intends”, “will”, “expects”, and similar expressions and any other statements that are not historical facts are intended to identify forward-looking statements. Forward-looking statements contained herein may include, among other things, statements about the potential benefits and financial implications of the proposed transaction, the potential impact of the proposed transaction on the Company’s practices regarding quarterly dividends and share repurchases, the Company’s plans, objectives, expectations, and intentions regarding GE Licensing and the assets that comprise GE Licensing, and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things, risks related to the ability of the Company to consummate the proposed transaction on a timely basis or at all; the Company’s ability to secure regulatory approvals on the terms expected, in a timely manner or at all; the Company’s ability to successfully integrate GE Licensing’s operations; the Company’s ability to implement its plans, forecasts, and other expectations with respect to GE Licensing and the assets that comprise GE Licensing after the completion of the transaction and realize expected synergies; the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; risks related to diverting management’s attention from the Company’s ongoing business operations; potential negative effects of the announcement or the consummation of the proposed transaction on the market price of the Company’s Class A common stock or on the Company’s operating results; significant transaction costs; unknown liabilities; the risk of litigation or regulatory actions related to the proposed transaction; and the effect of the announcement or pendency of the transaction on the Company’s or GE Licensing’s relationships, operating results, and business generally.
Further information on these and other risks and uncertainties relating to the Company can be found in its reports and other filings the Company makes with the Securities and Exchange Commission (the “SEC”) from time to time and available at www.sec.gov. Copies of documents filed with the SEC by the Company (when they become available) may be obtained free of charge on the Company’s website at https://investor.dolby.com. The forward-looking statements included herein are made only as of the date hereof. The Company disclaims any obligation to update these forward-looking statements, except as required by law.
Section 9 - Financial Statements and Exhibits
ITEM 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release of Dolby Laboratories, Inc. dated June 6, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| DOLBY LABORATORIES, INC. | ||
| By: | /s/ ANDY SHERMAN | |
| Andy Sherman | ||
| Executive Vice President, General Counsel, and Corporate Secretary | ||
Date: June 6, 2024
Exhibit 99.1
Dolby Laboratories Announces Agreement to Acquire GE Licensing from GE Aerospace
Acquisition to strengthen Dolby’s licensing businesses and create opportunity for future growth
SAN FRANCISCO, JUNE 6, 2024 – Dolby Laboratories, Inc. (NYSE: DLB), a leader in immersive entertainment experiences, announced today that it has entered into a definitive agreement to acquire GE Licensing, which owns, maintains, and licenses an extensive portfolio of IP primarily targeting the consumer digital media and electronics sectors.
As one of the most respected companies in the field of patent licensing and management, GE Licensing is a leading innovator with world-class patents and licensing expertise, especially with respect to pioneering video codec technology. The transaction will include a portfolio of over 5,000 patents, including foundational patents in standard essential video compression. GE Aerospace will retain its portfolio of IP related to its core aerospace and defense technologies, as well as the trademark portfolio for the GE brand.
“GE Licensing is home to a number of essential innovations that power the modern world” said Andy Sherman, Dolby Executive Vice President, Patent Licensing and General Counsel. “An important part of Dolby’s strategy is providing value to our customers, partners, and the industry through open standards and collaborative pool licensing. This acquisition gives us the opportunity to continue to promote and support innovation within our ecosystems.”
This acquisition is an extension of Dolby’s existing licensing businesses. GE Licensing’s portfolio of video codec technology, such as HEVC and VVC, complement, strengthen, and expand the scale of Dolby’s intellectual property portfolio. Dolby is committed to continuing to facilitate the adoption of next-generation standardized technologies – enabling industry efficiency, continuity, and growth.
“Dolby is a trusted leader and innovator with a long history in licensing technologies and patents through collaborative structures,” said Robert Giglietti, GE Aerospace’s CEO of Corporate Holdings and Treasurer. “As GE Aerospace continues to sharpen its focus as a standalone company serving aerospace and defense customers, Dolby is the right partner for ensuring these innovative digital media technologies continue to serve businesses and consumers around the world.”
Financial Considerations
Dolby Laboratories has agreed to acquire GE Licensing, an intellectual property licensing business primarily targeting the consumer digital media and electronics sectors, in a $429 million all cash transaction. This deal is expected to close by the end of fiscal year 2024, subject to regulatory approval and other customary closing conditions, and is not expected to have a material impact on Dolby’s fiscal year 2024 results. This transaction includes attractive complementary assets that strengthen and expand Dolby’s patent portfolios, and represents a compelling financial profile of durable, high-margin revenue. Dolby expects the deal to be accretive on a non GAAP basis to operating margins and EPS in fiscal 2025.
This transaction is not expected to affect Dolby’s practice of returning capital to stockholders through its quarterly dividend and through stock repurchases to offset dilution from stock-based compensation.
About Dolby Laboratories
Dolby Laboratories (NYSE: DLB) is based in San Francisco, California with offices around the globe. From movies and TV shows, to apps, music, sports, and gaming, Dolby transforms the science of sight and sound into spectacular experiences for billions of people worldwide. Dolby partners with artists, storytellers, developers, and businesses to revolutionize entertainment and communications with Dolby Atmos, Dolby Vision, Dolby Cinema, and Dolby.io. Dolby, Dolby Atmos, Dolby Vision, Dolby Cinema, Dolby.io, and the double-D symbol are among the registered and unregistered trademarks of Dolby Laboratories in the United States and/or other countries.
About GE Aerospace
GE Aerospace (NYSE: GE) is a global aerospace propulsion, services, and systems leader with an installed base of approximately 44,000 commercial and 26,000 military aircraft engines. With a global team of 52,000 employees building on more than a century of innovation and learning, GE Aerospace is committed to inventing the future of flight, lifting people up, and bringing them home safely. Learn more about how GE Aerospace and its partners are defining flight for today, tomorrow and the future at www.geaerospace.com.
Forward-Looking Statements
This press release contains forward-looking information related to Dolby and Dolby’s proposed acquisition of the intellectual property licensing business of General Electric (the “Licensing Business”), that involves substantial risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. When used in this press release, words such as “enables”, “intends”, “will”, “expects”, and similar expressions and any other statements that are not historical facts are intended to identify forward-looking statements. Forward-looking statements contained herein may include, among other things, statements about the potential benefits and financial implications of the proposed transaction, the potential impact of the proposed transaction on Dolby’s practices regarding quarterly dividends and share repurchases, Dolby’s plans, objectives, expectations, and intentions regarding the Licensing Business and the assets that comprise the Licensing Business, and the anticipated timing of closing of the proposed transaction. Risks and uncertainties include, among other things, risks related to the ability of Dolby to consummate the proposed transaction on a timely basis or at all; Dolby’s ability to secure regulatory approvals on the terms expected, in a timely manner or at all; Dolby’s ability to successfully integrate the Licensing Business’s operations; Dolby’s ability to implement its plans, forecasts, and other expectations with respect to the Licensing Business and the assets that comprise the Licensing Business after the completion of the transaction and realize expected synergies; the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; risks related to diverting management’s attention from Dolby’s ongoing business operations; potential negative effects of the announcement or the consummation of the proposed transaction on the market price of Dolby’s Class A common stock or on Dolby’s operating results; significant transaction costs; unknown liabilities; the risk of litigation or regulatory actions related to the proposed transaction; and the effect of the announcement or pendency of the transaction on Dolby’s or the Licensing Business’s relationships, operating results, and business generally.
Further information on these and other risks and uncertainties relating to Dolby can be found in its reports and other filings Dolby makes with the Securities and Exchange Commission (the “SEC”) from time to time and available at www.sec.gov. Copies of documents filed with the SEC by Dolby (when they become available) may be obtained free of charge on Dolby’s website at https://investor.dolby.com. The forward-looking statements included herein are made only as of the date hereof. Dolby disclaims any obligation to update these forward-looking statements, except as required by law.
Press Contacts
dolby@berlinrosen.com
Document and Entity Information |
Jun. 06, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001308547 |
| Document Type | 8-K |
| Document Period End Date | Jun. 06, 2024 |
| Entity Registrant Name | DOLBY LABORATORIES, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-32431 |
| Entity Tax Identification Number | 90-0199783 |
| Entity Address, Address Line One | 1275 Market Street |
| Entity Address, City or Town | San Francisco |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94103-1410 |
| City Area Code | (415) |
| Local Phone Number | 558-0200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A common stock, $0.001 par value |
| Trading Symbol | DLB |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |