UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 19, 2023, Rambus Inc. (“Rambus”) and Cadence Design Systems, Inc. (the “Purchaser”) entered into an asset purchase agreement (the “Purchase Agreement”) pursuant to which Rambus agreed to sell certain assets, and the Purchaser agreed to assume certain liabilities from Rambus, in each case with respect to Rambus’ SerDes and memory interface PHY IP business, for $110 million in cash, subject to certain adjustments (the “Transaction”).
The completion of the transactions contemplated by the Purchase Agreement is subject to certain closing conditions. Assuming the satisfaction or waiver of the closing conditions set forth in the Purchase Agreement, the transaction is expected to close during the third quarter of fiscal 2023. As part of the Purchase Agreement, Rambus agreed to certain non-competition restrictions for a period of five years following the Transaction, including that it will not engage in the sale of licenses to SerDes and memory interface PHYs to third parties.
The Purchase Agreement also provides for indemnification rights related to breaches of each party’s representations, warranties, covenants and certain other matters. The indemnification obligations of each party are subject to the limitations set forth in the Purchase Agreement.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The Purchase Agreement contains representations and warranties by each of Rambus and the Purchaser. These representations and warranties were made solely for the benefit of the parties to the Purchase Agreement and:
| • | should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
| • | may have been qualified in the Purchase Agreement by disclosures that were made to the other party in connection with the negotiation of the Purchase Agreement; |
| • | may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws; and |
| • | were made only as of the date of the Purchase Agreement or such other date or dates as may be specified in the Purchase Agreement. |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 2.1 | Asset Purchase Agreement by and between Rambus Inc. and Cadence Design Systems, Inc., dated as of July 19, 2023.* | |
| 99.1 | Press Release of Rambus Inc., dated July 20, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Rambus will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. Rambus may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. |
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.
| Date: July 20, 2023 | Rambus Inc. | |||||
| /s/ John Shinn | ||||||
| John Shinn Senior Vice President and General Counsel | ||||||