Kristine Dunn, Karen Corman, Steven Sunshine, Nathan Giesselman and Stacy Kray from Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Tessera. Michael O'Bryan of GCA acted as financial advisor and Leif King, Kenton King, James Brelsford, Joseph Yaffe, Thomas Asmar, K. The transaction will be immediately accretive to Tessera's earnings per share and free cash flow. Closing of the transaction is expected by late fourth quarter of 2016 or early first quarter of 2017. Centerview is of the opinion that the deal is fair and reasonable. The transaction has been unanimously approved by both companies' respective Boards of Directors. On October 17, 2016, the transaction was approved by FTC. Tessera's obligations under the agreement are not subject to any financing condition. The transaction is subject to regulatory approval including the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 as well as the approval of DTS's stockholders and other customary closing conditions. At the closing of the transaction, Tom Lacey, Chief Executive Officer of Tessera will continue to serve as Chief Executive Officer and Jon Kirchner is expected to join as President of the combined company. Jon Kirchner, Chairman and Chief Executive Officer of DTS and the DTS team will join the Tessera. DTS may be required to pay Tessera a termination fee of $25.5 million. A new corporate name and stock symbol will be adopted in connection with the closing of the transaction. Tessera intends to fund the acquisition with a combination of available cash on hand and approximately $600 million of committed debt financing from RBC Capital Markets. Additionally, all of DTS's outstanding debt will be retired at the closing of the transaction. 2.3 million DTS options will be assumed or exchanged for $19.42 per option at the closing of the transaction. Tessera will pay $42.5 per share to acquire 17.8 million DTS shares and 1.2 million DTS RSUs. (NasdaqGS:DTSI) for approximately $850 million on September 19, 2016. (NasdaqGS:TSRA) entered into a definitive agreement to acquire DTS Inc.
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