Tessera Technologies expects to close the $850 million buyout of HD Radio license holder DTS early next month. That timeline was greenlighted in recent weeks when the Federal Trade Commission gave the deal its blessing without opening an in-depth antitrust review.
Tessera chief executive Tom Lacey calls the acquisition “transformational” and says work is already well underway on how DTS will be integrated into what has largely been a technology licensing company for the semiconductor industry. “I am confident that we will have minimal disruption as we operate the combined company from day one due to the excellent and proactive integration planning activities,” he said on a conference call with investors.
Broadcasters should expect few initial changes among the HD Radio team. Lacey says he has been “extremely impressed” with DTS management. Tessera has already announced that DTS chief executive Jon Kirchner will become president of the newly combined company following the sale.
Lacey said when the deal was announced that HD Radio’s in-car penetration is one component that attracted him to DTS. “One of the things I liked a great deal here is they had much more depth in terms of technical support and just overall impact and coverage of the automotive sector,” he told analysts. “With this acquisition, we absolutely have substantial scale in the automotive space.”
In a recent interview with Inside Radio, Kirchner said that will benefit broadcasters because the larger company will have more leverage with automakers and that should help HD Radio secure an even larger footprint. “What this transaction says is we are a platform provider to automobiles and are going to have a bigger role to play in the car, which is very relevant to U.S. broadcasters because that is where most radio is consumed,” Kirchner said. “And I think that gives us a chance to advocate even more effectively for radio’s position as a critical part of the in-car entertainment experience.” DTS reports nearly 40% of new cars sold now have a digital radio receiver installed.
In a memo to Tessera employees, Lacey said a “small team” is already working to coordinate how DTS’ audio portfolio will find a home inside what’s primarily been a tech-focused company and a number of organizational decisions have already been made. “Removing uncertainty and ambiguity are keys to a successful integration,” Lacey said.
But before the sale closes DTS stock owners will have their say when a special shareholder meeting is held Dec. 1 to consider the $42.50 per share offer. DTS’ board of directors has unanimously thrown its support behind the merger and at this point there’s more than operational synergies at stake. If the deal fails to reach the finish line, DTS will be required to pay a $25.5 million termination fee to its suitor.
San Jose-based Tessera will adopt a new company name in the coming weeks and change its NASDAQ stock ticker. It’s even holding a contest among employees to help select the new brand. Lacey tells staff the change is to “better reflect [the] combined capabilities” of the merged company. In the meantime, Tessera has lined up $600 million in debt financing to help bankroll the deal according to filings with the Securities and Exchange Commission.
DTS had been in sale mode since June 2014 when it was first approached with a $29-$32 per share buyout offer that proved to be too low for the board’s approval. But it set into motion the process that ultimately led financial advisors to shop the company. Tessera first appeared on the radar in August 2015—two months before DTS bought the HD Radio business from iBiquity—and those discussions continued for months. Tessera’s first offer of $31.50 per share was rejected by the DTS board but when it came back with an unsolicited $42 offer in August the deal finally began to gel and it was announced a month later at $42.50.
The sale of DTS will result in $29.4 million in so-called golden parachute payouts to the company’s executive team, including $11.6 million for its chief executive, according to regulatory filings.