SAN JOSE, Calif. -- (Business Wire)
Integrated Device Technology, Inc. (“IDT”; NASDAQ: IDTI)announced
today that its wholly-owned subsidiary, Glider Merger Sub, Inc.
(“Purchaser”), is commencing a cash tender offer to purchase all
outstanding shares of common stock of GigPeak, Inc. (“GigPeak”; NYSE
MKT: GIG) at an offer price of $3.08 per share. The tender offer is
being made pursuant to an Offer to Purchase, dated March 7, 2017 (the
“Offer to Purchase”), and in connection with the Agreement and Plan of
Merger, dated February 13, 2017, by and among IDT, Purchaser and GigPeak
(the “Merger Agreement”), which IDT and GigPeak previously announced on
February 13, 2017.
The tender offer will expire at one minute following 11:59 P.M. (12:00
midnight), New York Time, on Monday, April 3, 2017 (such date and time,
the “Expiration Date”), unless (i) the Purchaser extends the period
during which the tender offer is open pursuant to and in accordance with
the terms of the Merger Agreement, in which event the term “Expiration
Date” will mean the latest date and time at which the offer period, as
so extended by the Purchaser, will expire or (ii) the Merger Agreement
has been earlier terminated. Pursuant to the Merger Agreement, Purchaser
will extend the offer period for any period required by applicable law
or rules and regulations of the Securities and Exchange Commission (the
“SEC”) and for one or more periods of up to ten business days each
until, and including, June 30, 2017, if at the Expiration Date any of
the conditions to the tender offer have not been satisfied.
The tender offer is not subject to any financing condition. The tender
offer is conditioned upon (i) there being validly tendered in the tender
offer and not properly withdrawn prior to the Expiration Date, that
number of shares of common stock which, together with the number of
shares of common stock then owned by IDT or any of its wholly-owned
direct or indirect subsidiaries, including the Purchaser, represents at
least a majority of the shares of common stock then outstanding and no
less than a majority of the voting power of the shares of capital stock
of GigPeak then outstanding and entitled to vote upon the adoption of
the Merger Agreement and approval of the Merger, (ii) the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, having expired or been terminated and (iii) the
satisfaction or waiver by the Purchaser of the other conditions and
requirements of the tender offer. As soon as practicable following the
consummation of the tender offer, Purchaser will merge with and into
GigPeak, with GigPeak continuing as the surviving corporation and as a
wholly-owned subsidiary of IDT.
MacKenzie Partners, Inc. is acting as information agent and American
Stock Transfer & Trust Company, LLC is acting as depositary and paying
agent in the tender offer. Requests for documents and questions
regarding the tender offer may be directed to the information agent by
telephone at (800) 322-2885.
About IDT
Integrated Device Technology, Inc. develops system-level solutions that
optimize its customers’ applications. IDT’s market-leading products
in RF, real-time interconnect, wireless power, and SmartSensors are
among the company’s broad array of complete mixed-signal solutions for
the communications, computing, consumer, automotive and industrial
segments. Headquartered in San Jose, Calif., IDT has design,
manufacturing, sales facilities and distribution partners throughout the
world. IDT stock is traded on the NASDAQ Global Select Stock Market®
under the symbol “IDTI.” Additional information about IDT can be found
at www.IDT.com.
Follow IDT on Facebook, LinkedIn, Twitter, YouTube and Google+.
About GigPeak
GigPeak, Inc. (NYSE MKT: GIG) is a leading innovator of semiconductor
ICs and software solutions for high-speed connectivity and high-quality
video compression over the network and the cloud. The focus of the
company is to develop and deliver products that enable lower power
consumption and faster data connectivity, more efficient use of network
infrastructure, broader connectivity to the cloud, and reduce the total
cost of ownership of existing network pipes from the core to the end
user. GigPeak addresses both the speed of data transmission and the
amount of bandwidth the data consumes within the network, and provides
solutions that increase the efficiency of the Internet of Things,
leveraging its strength in high-speed connectivity and high-quality
video compression. The extended product portfolio provides more
flexibility to support changing market requirements from ICs and MMICs
through full software programmability and cost-efficient custom ASICs.
Additional Information and Where to Find It
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities. The tender offer for the
outstanding shares of GigPeak’s common stock described in this press
release is being made pursuant to an Offer to Purchase and related
materials that IDT and Purchaser will file with the SEC. IDT and
Purchaser will file a Tender Offer Statement on Schedule TO with the SEC
and GigPeak will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC related to the tender offer. The Tender
Offer Statement (including an Offer to Purchase, a related Letter of
Transmittal and other tender offer documents) and the
Solicitation/Recommendation Statement will contain important information
that should be read carefully before any decision is made with respect
to the tender offer. These materials will be available to all of
GigPeak’s stockholders at no expense to them by contacting Mackenzie
Partners, Inc. at (800) 322-2885. In addition, all of these materials
(and all other documents filed with the SEC) will be available at no
charge on the SEC’s website at www.sec.gov.
Forward-Looking Statements
This press release contains forward-looking statements, including, but
not limited to, statements related to the anticipated consummation of
the acquisition of GigPeak and the timing, benefits and financing
thereof, IDT’s strategy, plans, objectives, expectations (financial or
otherwise) and intentions, future financial results and growth
potential, anticipated product portfolio, development programs, patent
terms and other statements that are not historical facts. These
forward-looking statements are based on IDT’s current expectations and
inherently involve significant risks and uncertainties. Actual results
and the timing of events could differ materially from those anticipated
in such forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks related to IDT’s
ability to complete the transaction on the proposed terms and schedule;
whether IDT or GigPeak will be able to satisfy their respective closing
conditions related to the transaction; whether sufficient stockholders
of GigPeak tender their shares of GigPeak common stock in the
transaction; whether IDT will obtain financing for the transaction on
the expected timeline and terms; the outcome of legal proceedings that
may be instituted against GigPeak and/or others relating to the
transaction; the possibility that competing offers will be made; risks
associated with acquisitions, such as the risk that the businesses will
not be integrated successfully, that such integration may be more
difficult, time-consuming or costly than expected or that the expected
benefits of the transaction will not occur; risks related to future
opportunities and plans for the acquired company and its products,
including uncertainty of the expected financial performance of the
acquired company and its products; disruption from the proposed
transaction, making it more difficult to conduct business as usual or
maintain relationships with customers, employees or suppliers; the
calculations of, and factors that may impact the calculations of, the
acquisition price in connection with the proposed merger and the
allocation of such acquisition price to the net assets acquired in
accordance with applicable accounting rules and methodologies; and the
possibility that if the acquired company does not achieve the perceived
benefits of the proposed transaction as rapidly or to the extent
anticipated by financial analysts or investors, the market price of
IDT’s shares could decline, as well as other risks related to IDT’s and
GigPeak’s businesses detailed from time-to-time under the caption “Risk
Factors” and elsewhere in IDT’s and the GigPeak’s respective SEC filings
and reports, including the Annual Report of GigPeak on Form 10-K for the
year ended December 31, 2015 and the Annual Report of IDT on Form 10-K
for the year ended April 3, 2016. IDT undertakes no duty or obligation
to update any forward-looking statements contained in this press release
as a result of new information, future events or changes in its
expectations.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170307005363/en/
Contacts:
Integrated Device Technology, Inc.
Financial Contact:
Suzanne
Schmidt, 415-217-4962
IDT Investor Relations
suzanne@blueshirtgroup.com
or
Press
Contact:
Daniel Aitken, 408-574-6480
IDT Senior Director of
Corporate Marketing and Communications
daniel.aitken@idt.com
Source: Integrated Device Technology, Inc.
© 2024 Canjex Publishing Ltd. All rights reserved.