SAN JOSE, Calif. -- (Business Wire)
Integrated Device Technology, Inc. (“IDT”; NASDAQ:IDTI) announced today
that its tender offer by its wholly-owned subsidiary, Glider Merger Sub,
Inc. (“Purchaser”), to purchase all outstanding stock of GigPeak, Inc.
(“GigPeak”; NYSE MKT: GIG) at an offer price of $3.08 expired as
scheduled at one minute following 11:59 P.M. (12:00 midnight) New York
City time, on Monday, April 3, 2017. The tender offer was made pursuant
to an Offer to Purchase, dated March 7, 2017, and in connection with the
Agreement and Plan of Merger, dated February 13, 2017, among IDT,
Purchaser and GigPeak (the “Merger Agreement”), which IDT and GigPeak
previously announced on February 13, 2017.
American Stock Transfer & Trust Company, LLC, the depositary for the
tender offer, has advised IDT that, as of the expiration of the tender
offer, a total of 54,454,085 shares of GigPeak’s common stock were
validly tendered in the tender offer representing approximately 80.42%
of GigPeak’s then-outstanding shares. The Purchaser has accepted for
payment all shares that were validly tendered prior to expiration of the
tender offer, and payment for such shares will be made promptly, in
accordance with the terms of the tender offer.
IDT intends to effect the merger of the Purchaser with and into GigPeak,
with GigPeak surviving as an indirect wholly owned subsidiary of IDT, as
soon as practicable, in accordance with the Merger Agreement. Pursuant
to the Merger Agreement, each share of capital stock of GigPeak issued
and outstanding immediately prior to the effective time of the merger
(other than shares (i) that are owned by or held in the treasury of
GigPeak, or owned by IDT or any direct or indirect wholly-owned
subsidiaries of IDT or GigPeak or (ii) in respect of which appraisal
rights were perfected in accordance with Section 262 of the General
Corporation Law of the State of Delaware) not validly tendered and
purchased in the tender offer will be converted into the right to
receive the same per-share price paid in the tender offer, without
interest, subject to any withholding of taxes required by applicable
law. Following the merger, IDT intends to cause GigPeak’s common stock
to be delisted from the NYSE MKT and deregistered under the Exchange Act.
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.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements including, but
not limited to, statements about IDT’s beliefs and expectations,
statements about IDT’s proposed acquisition of GigPeak, including
expectations regarding the growth and success of the combined entity,
IDT’s strategy, plans, objectives, expectations (financial or otherwise)
and intentions, future financial results and growth potential,
anticipated product portfolio, development programs and other statements
that are not historical facts. These forward-looking statements are
based on current expectations and involve inherent risks and
uncertainties, including important factors that could delay, divert, or
change any of these expectations, and could cause actual outcomes and
results to differ materially from current expectations. 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 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. For further details and a discussion of these and other risks
and uncertainties, please see IDT’s public filings with the Securities
and Exchange Commission, including IDT’s latest periodic reports on Form
10-K and 10-Q. IDT does not undertake, and specifically disclaims, any
obligation to publicly update or amend any forward-looking statement,
whether as a result of new information, future events, or otherwise.
© 2017. IDT and the IDT logo are trademarks or registered trademarks
of Integrated Device Technology, Inc. All other brands, product names
and marks are or may be trademarks or registered trademarks used to
identify products or services of their respective owners.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170404005622/en/
Contacts:
IDT Investor Relations
Financial Contact:
Suzanne Schmidt,
415-217-4962
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.
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