Rambus Inc. (NASDAQ:RMBS) Files An 8-K Entry into a Material Definitive Agreement


Rambus Inc. (NASDAQ:RMBS) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

On May1, 2017, Rambus Inc. (NASDAQ: RMBS) (Rambus or the Company)
entered into a Supplemental Confirmation under the Master
Agreement entered into on May1, 2017 (the Master Agreement, and
together with the Supplemental Confirmation, the ASR Agreement)
with Barclays Bank PLC (Barclays) to an accelerated share
repurchase program (ASR Program) under which the Company will
repurchase shares of the Companys common stock (the Common
Stock), as part of the Companys share repurchase program for an
aggregate purchase price of approximately $50 million.

Under the ASR Agreement, Rambus will pre-pay to Barclays the $50
million purchase price for the Common Stock and the Company will
receive an initial delivery of 3,187,251 shares from Barclays
within the first week of the ASR Program. The number of shares to
be ultimately purchased by the Company under the ASR Program will
be determined based on the volume weighted average price of the
Common Stock during the terms of the transaction (the Valuation
Period), minus an agreed upon discount between the parties. The
program is expected to be completed by November 2017. The shares
of Common Stock will be delivered by Barclays to Rambus on the
third business day following the Valuation Period described

The ASR Agreement is part of a broader share repurchase program
previously authorized by the Board of Directors of the Company.
As of May1, 2017, before giving effect to the transaction under
the ASR Agreement, there remained an outstanding authorization
under the share repurchase program to repurchase approximately
11.5million shares of the outstanding Common Stock.

The description of the ASR Agreement contained herein is
qualified in its entirety by reference to the ASR Agreement to be
filed by the Company. The ASR Agreement contains other terms
governing the repurchase of the Common Stock, including, but not
limited to, the mechanism used to determine the final settlement
of the repurchase of the Common Stock, the method of such
settlement, the circumstances under which Barclays is permitted
to make adjustments to the terms of the ASR Agreement, the
circumstances under which the ASR Agreement may be terminated
early, and various acknowledgements, representations and
warranties made by the Company and Barclays.

Item2.03. Creation of Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a

The information called for by this item is contained in Item1.01
of this Current Report on Form 8-K, which is incorporated herein
by reference.

Item8.01. Other Events.

On May1, 2017, Rambus issued a press release announcing its entry
into the ASR Agreement. A copy of this press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference. The information in this press
release shall not be deemed filed for purposes of Section18 of
the Securities Exchange Act of 1934, as amended (the Exchange
Act) or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filing.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.
99.1 Press Release of Rambus Inc., issued on May1, 2017.

About Rambus Inc. (NASDAQ:RMBS)

Rambus Inc. produces semiconductor and intellectual property (IP) products, spanning memory and interfaces to security, sensors and lighting. The Company’s products are integrated into devices and systems, powering and securing diverse applications, including big data and media platforms. Its segments include Memory and Interfaces Division (MID) and Cryptography Research Division (CRD). The Company has over four operational units, including MID, CRD, emerging solutions division (ESD), and lighting and display technologies (LDT). MID focuses on the design, development and licensing of technology that is related to memory and interfaces. CRD focuses on the design, development and licensing of technologies for chip and system security, anti-counterfeiting and mobile payments. ESD includes its computational sensing and imaging group along with its development efforts in the area of emerging technologies. LDT focuses on the design, development and licensing of technologies for lighting.

Rambus Inc. (NASDAQ:RMBS) Recent Trading Information

Rambus Inc. (NASDAQ:RMBS) closed its last trading session up +0.03 at 12.55 with 623,188 shares trading hands.