| (a)(1)(ix) | | | Supplement to Offer to Purchase, dated February 6, 2023. | |
| (a)(1)(x) | | | Form of Amended Letter of Transmittal. | |
| (a)(1)(xi) | | | Amended Notice of Guaranteed Delivery. | |
| (a)(1)(xii) | | | Amended letter to brokers, dealers, commercial banks, trust companies and other nominees, dated February 6, 2023. | |
| (a)(1)(xiii) | | | Amended letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated February 6, 2023. | |
| (a)(1)(xiv) | | | Amended direction letter for use by participants in the InterDigital, Inc. Savings and Protection Plan. | |
| (a)(5)(vi) | | | Press release announcing amendment to the Tender Offer, dated February 6, 2023 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 6, 2023). | |
|
EXHIBIT
NUMBER |
| |
DESCRIPTION
|
|
| (d)(xxxviii) | | | Offer Letter Between InterDigital and Liren Chen dated March 13, 2021 (filed as Exhibit 10.2 to InterDigital’s Quarterly Report on Form 10-Q filed on May 6, 2021, and incorporated herein by reference). | |
| (d)(xli) | | | Offer Letter between InterDigital, Inc. and Rajesh Pankaj dated June 16, 2022 (filed as Exhibit 10.5 to InterDigital’s Quarterly Report on Form 10-Q filed on August 4, 2022, and incorporated herein by reference). | |
| (g) | | | Not applicable. | |
| (h) | | | Not applicable. | |
| 107* | | | |
| |
The tender offer, the proration period and withdrawal rights expire at 11:59 p.m., New York City time, on February 17, 2023, unless the tender offer is extended or terminated.
|
| |
| | |
Market Price
|
| |
Dividends
|
| ||||||||||||
| | |
High
|
| |
Low
|
| | | | | | | ||||||
2021 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 69.02 | | | | | $ | 59.93 | | | | | $ | 0.35 | | |
Second Quarter
|
| | | | 85.75 | | | | | | 63.74 | | | | | | 0.35 | | |
Third Quarter
|
| | | | 75.25 | | | | | | 63.34 | | | | | | 0.35 | | |
Fourth Quarter
|
| | | | 74.27 | | | | | | 65.79 | | | | | | 0.35 | | |
2022 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 73.97 | | | | | $ | 61.36 | | | | | $ | 0.35 | | |
Second Quarter
|
| | | | 67.14 | | | | | | 56.13 | | | | | | 0.35 | | |
Third Quarter
|
| | | | 64.00 | | | | | | 40.23 | | | | | | 0.35 | | |
Fourth Quarter
|
| | | | 51.48 | | | | | | 43.87 | | | | | | 0.35 | | |
2023 | | | | | | | | | | | | | | | | | | | |
First Quarter (through February 3, 2023)
|
| | | $ | 72.61 | | | | | $ | 52.13 | | | | | $ | 0.35 | | |
| Current Reports on Form 8-K | | | January 31, 2023 and February 6, 2023. | |
| |
The tender offer, the proration period and withdrawal rights expire at 11:59 p.m., New York City time, on February 17, 2023, unless the tender offer is extended or terminated.
|
| |
| |
Description of Shares Tendered
|
| | ||||||||||||||||
| |
Name(s) and Address(es) of Registered
Owner(s) (If blank, please fill in exactly as name(s) appear(s) on Share Certificate(s)) |
| | |
Shares Surrendered
(Attach additional list if necessary) |
| | ||||||||||||
|
Certificate
Number(s) and/or indicate Book- Entry |
| | |
Total Number
of Shares Represented by Certificate(s)(1) |
| | |
Book-Entry
Shares Tendered(2) |
| | |
Total Number
of Shares Tendered |
| | |||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total Shares
|
| | | | | | | | | | | | | |
| |
☐ $65.25
|
| | |
☐ $65.50
|
| | |
☐ $65.75
|
| | |
☐ $66.00
|
| | |
☐ $66.25
|
| | |
☐ $66.50
|
| |
| |
☐ $66.75
|
| | |
☐ $67.00
|
| | |
☐ $67.25
|
| | |
☐ $67.50
|
| | |
☐ $67.75
|
| | |
☐ $68.00
|
| |
| |
☐ $68.25
|
| | |
☐ $68.50
|
| | |
☐ $68.75
|
| | |
☐ $69.00
|
| | |
☐ $69.25
|
| | |
☐ $69.50
|
| |
| |
☐ $69.75
|
| | |
☐ $70.00
|
| | |
☐ $70.25
|
| | |
☐ $70.50
|
| | |
☐ $70.75
|
| | |
☐ $71.00
|
| |
| |
☐ $71.25
|
| | |
☐ $71.50
|
| | |
☐ $71.75
|
| | |
☐ $72.00
|
| | |
☐ $72.25
|
| | |
☐ $72.50
|
| |
| |
☐ $72.75
|
| | |
☐ $73.00
|
| | |
☐ $73.25
|
| | |
☐ $73.50
|
| | |
☐ $73.75
|
| | |
☐ $74.00
|
| |
| |
☐ $74.25
|
| | |
☐ $74.50
|
| | |
☐ $74.75
|
| | |
☐ $75.00
|
| | | | | | | | | |
| |
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY |
| |
| |
ODD LOTS
(See Instruction 6) |
| |
| | To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned: | | |
| |
☐
is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered.
|
| |
| |
CONDITIONAL TENDER
(See Instruction 14) |
| |
| | A tendering stockholder may condition his, her or its tender of shares upon the Company purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least the minimum number of shares that you indicate below is purchased by the Company pursuant to the terms of the tender offer, none of the shares tendered will be purchased. It is the tendering stockholder’s responsibility to calculate the minimum number of shares that must be purchased if any are purchased, and each stockholder is urged to consult his, her or its own tax advisor. Unless this box has been checked and a minimum specified, your tender will be deemed unconditional. | | |
| |
☐
The minimum number of shares that must be purchased, if any are purchased, is: shares.
|
| |
| |
If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his, her or its shares and checked the box below:
|
| |
| |
☐
The tendered shares represent all shares held by the undersigned.
|
| |
| |
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 7, 8 and 9) |
| | |||
| | To be completed ONLY if the check for the Purchase Price of shares purchased (less any applicable withholding taxes) is to be issued in the name of someone other than the undersigned. | | | |||
| | Name(s) | | |
(Please Print)
|
| |
| | Address(es) | | |
|
| |
| |
|
| | |||
| |
(RECIPIENT MUST COMPLETE AND RETURN THE ATTACHED IRS FORM W-9 OR AN APPLICABLE IRS FORM W-8)
|
| |
| |
SPECIAL DELIVERY INSTRUCTIONS
|
| | |||
| | To be completed ONLY if the check for the Purchase Price of shares purchased (less any applicable withholding taxes) is to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s). | | | |||
| | Name(s) | | |
(Please Print)
|
| |
| | Address(es) | | |
|
| |
| |
|
| | |||
| | | |
| |
SIGN HERE
(Please also complete the attached IRS Form W-9 or an applicable IRS Form W-8) |
| | |||
| | | | | |||
| | (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or on a security position listing or by persons(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 7.) | | | |||
| | Signature of Owner: | | | |||
| |
|
| | |||
| |
|
| | |||
| | Signature of Owner: | | | |||
| | Name(s): | | |
(Please Print)
|
| |
| | | | | |||
| | Dated: | | |
|
| |
| |
Capacity (full title):
|
| |
|
| |
| | Address: | | |
|
| |
| | | | | |||
| |
(MAKE ANY ADDRESS CORRECTION, THIS WILL BE A PERMANENT ADDRESS CHANGE)
APPLY MEDALLION GUARANTEE STAMP BELOW
|
| | |||
| | | | | |||
| | | | | | | |
| |
The tender offer, the proration period and withdrawal rights expire at 11:59 p.m., New York City time, on February 17, 2023, unless the tender offer is extended or terminated.
|
| |
| |
☐ $65.25
|
| | |
☐ $65.50
|
| | |
☐ $65.75
|
| | |
☐ $66.00
|
| | |
☐ $66.25
|
| | |
☐ $66.50
|
| |
| |
☐ $66.75
|
| | |
☐ $67.00
|
| | |
☐ $67.25
|
| | |
☐ $67.50
|
| | |
☐ $67.75
|
| | |
☐ $68.00
|
| |
| |
☐ $68.25
|
| | |
☐ $68.50
|
| | |
☐ $68.75
|
| | |
☐ $69.00
|
| | |
☐ $69.25
|
| | |
☐ $69.50
|
| |
| |
☐ $69.75
|
| | |
☐ $70.00
|
| | |
☐ $70.25
|
| | |
☐ $70.50
|
| | |
☐ $70.75
|
| | |
☐ $71.00
|
| |
| |
☐ $71.25
|
| | |
☐ $71.50
|
| | |
☐ $71.75
|
| | |
☐ $72.00
|
| | |
☐ $72.25
|
| | |
☐ $72.50
|
| |
| |
☐ $72.75
|
| | |
☐ $73.00
|
| | |
☐ $73.25
|
| | |
☐ $73.50
|
| | |
☐ $73.75
|
| | |
☐ $74.00
|
| |
| |
☐ $74.25
|
| | |
☐ $74.50
|
| | |
☐ $74.75
|
| | |
☐ $75.00
|
| | | | | | | | | |
|
Certificate Nos. (if available):
|
| | | |
| If shares will be tendered by book-entry transfer: | | | | |
|
Name of Tendering Institution:
|
| | | |
| Account No. | | | | |
|
SIGN HERE
|
|
|
Signature(s)
|
|
|
Dated: : , 2023
Please type or print:
|
|
|
(Name(s) of Stockholders)
|
|
|
(Address(es))
|
|
|
(Zip Code(s))
|
|
|
(Area Code(s) and Telephone No(s).)
|
|
|
(Taxpayer ID No(s). or Social Security No(s).)
|
|
|
(Name of Firm)
|
|
|
(Authorized Signature)
|
|
|
(Name)
|
|
|
(Address)
|
|
|
(Area Code and Telephone No.)
|
|
| |
The tender offer, the proration period and withdrawal rights expire at 11:59 p.m., New York City time, on February 17, 2023, unless the tender offer is extended or terminated.
|
| |
| |
The tender offer, the proration period and withdrawal rights expire at 11:59 p.m., New York City time, on February 17, 2023, unless the tender offer is extended or terminated.
|
| |
| |
☐ $65.25
|
| | |
☐ $65.50
|
| | |
☐ $65.75
|
| | |
☐ $66.00
|
| | |
☐ $66.25
|
| | |
☐ $66.50
|
| |
| |
☐ $66.75
|
| | |
☐ $67.00
|
| | |
☐ $67.25
|
| | |
☐ $67.50
|
| | |
☐ $67.75
|
| | |
☐ $68.00
|
| |
| |
☐ $68.25
|
| | |
☐ $68.50
|
| | |
☐ $68.75
|
| | |
☐ $69.00
|
| | |
☐ $69.25
|
| | |
☐ $69.50
|
| |
| |
☐ $69.75
|
| | |
☐ $70.00
|
| | |
☐ $70.25
|
| | |
☐ $70.50
|
| | |
☐ $70.75
|
| | |
☐ $71.00
|
| |
| |
☐ $71.25
|
| | |
☐ $71.50
|
| | |
☐ $71.75
|
| | |
☐ $72.00
|
| | |
☐ $72.25
|
| | |
☐ $72.50
|
| |
| |
☐ $72.75
|
| | |
☐ $73.00
|
| | |
☐ $73.25
|
| | |
☐ $73.50
|
| | |
☐ $73.75
|
| | |
☐ $74.00
|
| |
| |
☐ $74.25
|
| | |
☐ $74.50
|
| | |
☐ $74.75
|
| | |
☐ $75.00
|
| | | | | | | | | |
Signature(s): |
|
Name(s): |
|
Taxpayer Identification Number or Social Security Number: |
|
Address(es), Including Zip Code: |
|
Area Code(s)/Phone Number(s): |
|
|
State Street Bank and Trust Company
1 Lincoln Street Boston, MA 02111 |
| |
AMENDED TRUSTEE DIRECTION FORM
SEND BY MAIL, BY HAND OR OVERNIGHT DELIVERY By 5:00 p.m. NYC time on February 14, 2023 American Stock Transfer & Trust Co., LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, NY 11219 Email: Dominick.apisa@equiniti.com |
|
|
PLEASE MAKE YOUR
SELECTION IF YOU WISH TO TENDER YOUR PLAN SHARES |
| |
![]() |
|
| |
% at $65.25
|
| | |
% at $65.50
|
| | |
% at $65.75
|
| | |
% at $66.00
|
| | |
% at $66.25
|
| |
| |
% at $66.50
|
| | |
% at $66.75
|
| | |
% at $67.00
|
| | |
% at $67.25
|
| | |
% at $67.50
|
| |
| |
% at $67.75
|
| | |
% at $68.00
|
| | |
% at $68.25
|
| | |
% at $68.50
|
| | |
% at $68.75
|
| |
| |
% at $69.00
|
| | |
% at $69.25
|
| | |
% at $69.50
|
| | |
% at $69.75
|
| | |
% at $70.00
|
| |
| |
% at $70.25
|
| | |
% at $70.50
|
| | |
% at $70.75
|
| | |
% at $71.00
|
| | |
% at $71.25
|
| |
| |
% at $71.50
|
| | |
% at $71.75
|
| | |
% at $72.00
|
| | |
% at $72.25
|
| | |
% at $72.50
|
| |
| |
% at $72.75
|
| | |
% at $73.00
|
| | |
% at $73.25
|
| | |
% at $73.50
|
| | |
% at $73.75
|
| |
| |
% at $74.00
|
| | |
% at $74.25
|
| | |
% at $74.50
|
| | |
% at $74.75
|
| | |
% at $75.00
|
| |
| |
% at TBD
|
| | | | | | | | | | | | | | | | | |
| |
|
| | |
|
| |
| Signature [PLEASE SIGN WITHIN BOX] | | | Date | |
##[J^J$A([FJ(2^KJ0JV2^KJNNBAV+V=]UUQY><>X]Y")M -!\SJ#*N-QEW65[9.<5V3Y;+*N$J
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