Acacia Research Streamlines Capital Structure, Strengthens Financial Base, Creating a Corporate Acquisition Platform Backed by Starboard Value LP - Seite 2

• Acacia’s cash and marketable securities will be at least $390 million, with the potential for approximately $122 million in additional cash to be raised through the Rights Offering.
• Reflecting these transactions, and the completion of Acacia's share repurchase program in July, Acacia’s pro forma book value is expected to increase by at least $265.7 million to $534.0 million, or $5.37 per share, and will reflect potentially greater book value depending on shareholder participation in the Rights Offering. Additionally, for certain assets that are carried on the basis of cost, in accordance with GAAP, management believes the fair value of these assets are higher, by an estimated $26 million. Adjusting pro forma book value per share to reflect this differential results in an adjusted pro forma book value per share of $5.63, and will reflect potentially greater book value, depending on shareholder participation in the rights offering.
• Starboard’s capital investment will be at least $245 million, including approximately $115 million for exercise of the Series B Warrants, $35 million for conversion of the Convertible Preferred, $18 million for the exercise of the Series A Warrants and at least $78 million of new investment upon issuance of new shares at $5.25 per share.

Clifford Press, Chief Executive Officer, commented, “This transaction simplifies Acacia’s capital structure, bolsters access to resources to pursue acquisitions, and, most importantly, provides a fully-aligned format to leverage Starboard’s strong standing in the capital markets. The transaction is specifically structured to give Acacia access to an appropriate amount of capital for our research and transaction teams to deploy. Acacia will continue to acquire attractive undervalued assets and businesses and build upon this strong partnership with Starboard.”

Mr. Press added, “Our Board’s Special Committee negotiated with Starboard to establish a stronger platform, with an optimized capital structure and expanded financial resources. Today’s announcement is the result of that engagement, and together we have created an acquisition platform that enables Starboard and all shareholders the opportunity to invest on the same basis. I am enormously grateful to the Board and everyone on the Acacia team for their hard work these last few years, and I am extremely proud of the platform that we have established.”