Integrated Device Technology, Inc. Announces Acceptance of Shares Tendered Into Offer for GigPeak, Inc.
04 April 2017 - 9:30PM
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170404005622/en/
IDT Investor RelationsFinancial Contact:Suzanne Schmidt,
415-217-4962suzanne@blueshirtgroup.comorPress Contact:Daniel
Aitken, 408-574-6480IDT Senior Director of Corporate Marketing and
Communicationsdaniel.aitken@idt.com
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