8-KMaterial AgreementsExhibits & Filings

NVIDIA CORP 8-K Report, Material Agreement (Nov 9, 2006)

Filed November 9, 2006For Securities:NVDA

Summary

NVIDIA Corporation (NVDA) has filed an 8-K report on November 8, 2006, to announce a significant development: the definitive Agreement and Plan of Merger with PortalPlayer, Inc. This agreement outlines NVIDIA's intent to acquire PortalPlayer through its wholly-owned subsidiary, Partridge Acquisition, Inc. The transaction, expected to close in December 2006 or early 2007, will result in PortalPlayer becoming a wholly-owned subsidiary of NVIDIA, with PortalPlayer's common stock being acquired at $13.50 per share in cash. This acquisition represents a strategic move by NVIDIA to expand its capabilities and market presence. Investors should note that the deal is subject to customary closing conditions, including antitrust approvals and shareholder approval from PortalPlayer. The financial implications and specific strategic benefits of acquiring PortalPlayer are not detailed in this 8-K, but the cash-based nature of the offer suggests a direct financial outlay for NVIDIA.

Key Highlights

  • 1NVIDIA to acquire PortalPlayer, Inc. through a merger agreement.
  • 2The acquisition will be made via NVIDIA's wholly-owned subsidiary, Partridge Acquisition, Inc.
  • 3PortalPlayer common stock will be acquired for $13.50 per share in cash.
  • 4PortalPlayer will become a wholly-owned subsidiary of NVIDIA upon successful completion of the merger.
  • 5The transaction is expected to close in December 2006 or early 2007.
  • 6Closing of the merger is contingent on customary conditions, including antitrust approvals and PortalPlayer stockholder adoption.
  • 7NVIDIA may assume or substitute outstanding PortalPlayer stock options at its discretion.

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