InterDigital Makes Binding Offer to Acquire Technicolor’s Research & Innovation Unit
Feb 11, 2019
World-Class R&D Team Will Launch InterDigital into Global Leadership Role in Advanced Video Technology
Company Release - 2/11/2019 1:29 AM ET
WILMINGTON, Del., Feb. 11, 2019 (GLOBE NEWSWIRE) -- InterDigital, Inc. (NASDAQ: IDCC), a mobile technology research and development company, today announced that it has made a binding offer to acquire the award-winning Research & Innovation (R&I) unit of Technicolor SA (Euronext Paris: TCH) (OTCQX: TCLRY), a worldwide technology leader in the media and entertainment sector. Upon completion of the transaction, InterDigital would become an unquestioned leader in both wireless and video research, with R&D-backed portfolios addressing the mobile, consumer electronics, IoT, and other markets.
In order to accommodate French labor law, InterDigital has made an irrevocable offer to Technicolor and certain of its subsidiaries to purchase Technicolor’s R&I unit. After completing the required prior consultation with Technicolor’s works council, the companies expect to execute a definitive acquisition agreement, the terms of which have been negotiated. The transaction is expected to close in mid-2019, subject to customary closing conditions.
As consideration for the acquisition, the parties have agreed to terminate the jointly-funded R&D collaboration that was entered into as part of InterDigital’s acquisition of Technicolor’s licensing business. In addition, Technicolor has agreed to reduce its rights to a revenue-sharing arrangement announced as part of InterDigital’s acquisition of Technicolor’s licensing business. There is no cash consideration.
With engineering teams in Rennes, France, and Palo Alto, California who will transfer to InterDigital, R&I is a premier research lab that conducts fundamental research into video coding, IoT / smart home, imaging sciences, AR and VR and artificial intelligence / machine learning. The unit was the driving force behind the patent portfolio acquired by InterDigital from Technicolor in July 2018. Technicolor’s R&I team includes leaders in fundamental standards like HEVC, ATSC 3.0 and other video coding technologies. Like InterDigital Labs, R&I also enjoys partnerships and collaboration with world-class universities and researchers around the world.
“Acquiring R&I is a decisive step in the creation of InterDigital’s video R&D and licensing business, which began with the acquisition of Technicolor’s licensing business last year. With this transaction, InterDigital creates an extraordinarily powerful research engine that will deliver fundamental innovation into two major markets: the wireless market, our longtime leadership area, and the video, display and consumer electronics market, a market with roughly the same revenue potential as the wireless market and which is a greenfield opportunity for us. Equally important, this transaction does not affect our commitment to diligent cost control and high operating leverage,” said William J. Merritt, President and CEO of InterDigital.
As part of the transaction, InterDigital will deliver R&D services to Technicolor. The agreement would support Technicolor’s continued leadership in immersive technology.
The transaction will result in a modest increase in operating expenses after taking into account R&D tax credits from the French government and the elimination of InterDigital’s $5 million annual payment obligation to Technicolor to partially fund research. This obligation originated in connection with InterDigital’s July 2018 acquisition of Technicolor’s licensing business.
A portion of the operating expenses will be paid through research contracts with Technicolor’s business units.
InterDigital remains committed to restoring recurring costs, net of the proceeds from the above-noted research contracts, to 2017 levels.
Unrelated to this latest transaction, InterDigital noted that it expects its fourth quarter 2018 operating expenses to be at the top end of the range communicated at our Investor Day held on December 10, 2018. We expect our fourth quarter 2018 operating expenses will include approximately $9 million related to one-time charges, including $4 million of non-cash charges related to the July 2018 acquisition of Technicolor’s licensing business.
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