Integrated Device Technology, Inc. Commences Previously Announced Cash Tender Offer to Acquire GigPeak, Inc.
07 März 2017 - 3:00PM
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in the tender offer and not properly withdrawn prior to the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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170307005363/en/
Integrated Device Technology, Inc.Financial Contact:Suzanne
Schmidt, 415-217-4962IDT Investor
Relationssuzanne@blueshirtgroup.comorPress Contact:Daniel Aitken,
408-574-6480IDT Senior Director of Corporate Marketing and
Communicationsdaniel.aitken@idt.com
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