Xperi sells Perceive Corporation assets to Amazon for $80M

In a regulatory filing, Xperi disclosed that it and its subsidiary Perceive Corporation, of which the company owns approximately 76.2% of the equity interests, entered into an asset purchase agreement with Amazon.com Services pursuant to which buyer has agreed to purchase and assume from Perceive substantially all the assets and certain liabilities of Perceive for $80M in cash, including a holdback to secure the company’s and seller’s indemnification obligations. The agreement contains customary representations, warranties and covenants, including seller covenants to conduct its business in the ordinary course until the closing of the transaction and restrictive covenants that limit the company and seller from engaging in certain business activities for three years following the closing. The closing is subject to certain conditions, including specified regulatory conditions and, subject to materiality exceptions, the accuracy of each party’s representations and warranties and each party’s compliance with its obligations and covenants under the agreement. The parties may terminate the agreement only in specified circumstances, including if the closing has not occurred on or before the date that is ninety days after the execution date of the agreement, or six months after the execution date of the agreement in the case of certain regulatory conditions to closing.