Intersil Corporation Commences Tender Offer for Acquisition of Techwell, Inc.
30 March 2010 - 11:42PM
Marketwired
- Acquisition Will Give Company Leadership in High-Growth
Industrial Video Markets
Intersil Corporation (NASDAQ: ISIL) today announced that it has
commenced its tender offer for the acquisition of Techwell, Inc.
(NASDAQ: TWLL)
This action represents the next step toward completing the
acquisition first announced on March 22, 2010. As previously
reported: "Techwell's team and products will expand our leadership
in two high-growth industrial markets," said Dave Bell, Intersil's
President and Chief Executive Officer. "The addition of Techwell's
mixed signal video products will help our customers build solutions
that improve performance, reduce overall cost and shorten
time-to-market. In addition, the acquisition will significantly
increase our overall industrial business, which will become our
largest end market at approximately 31% of revenue," continued Mr.
Bell.
The cash tender, through Navajo Merger Sub, Inc., an indirect,
wholly-owned subsidiary of Intersil, is for all outstanding shares
of common stock and the associated preferred stock purchase rights
of Techwell at a price of $18.50 per share, without interest.
The tender offer is subject to conditions set forth and
described in the Offer to Purchase, including a minimum
share-tender condition and other customary conditions.
Unless extended, the tender offer and any withdrawal rights to
which Techwell stockholders may be entitled will expire at
midnight, U.S. Eastern Time, on Monday, April 26, 2010. Following
acceptance for payment of shares in the tender offer and completion
of the transactions contemplated in the merger agreement and
described in the Offer to Purchase, Techwell will become an
indirect, wholly owned subsidiary of Intersil.
Complete terms and conditions of the tender offer are set forth
in the Offer to Purchase, Letter of Transmittal and other related
materials filed by Intersil and Navajo Merger Sub, Inc. with the
SEC on March 30, 2010. In addition, on March 30, 2010, Techwell
filed a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC relating to the tender offer.
Copies of the Offer to Purchase, Letter of Transmittal and other
related materials, including the Solicitation/Recommendation
Statement, are available free of charge from BNY Mellon Shareowner
Services, the information agent for the tender offer, toll-free at
(800) 777-3674. BNY Mellon Shareowner Services is also acting as
depositary for the tender offer.
About Intersil Intersil Corporation is a
leader in the design and manufacture of high-performance analog and
mixed signal semiconductors. The Company's products address some of
the industry's fastest growing markets, such as flat panel
displays, cell phones, notebooks and other handheld systems.
Intersil's product families address power management functions and
analog signal processing functions. Intersil products include ICs
for battery management, hot-plug controllers, linear regulators,
power sequencers, supervisory ICs, bridge drivers, PWM controllers,
switching DC/DC regulators, Zilker Labs Digital Power ICs and power
MOSFET drivers; optical storage laser diode drivers; DSL line
drivers; D2Audio products; video and high-performance operational
amplifiers; high-speed data converters; interface ICs; analog
switches and multiplexers; crosspoint switches; voice-over-IP
devices; and ICs for military, space and radiation-hardened
applications. For more information about Intersil or to find out
how to become a member of our winning team, visit the Company's web
site and career page at www.intersil.com.
About Techwell Techwell is a fabless
semiconductor company that designs, markets and sells mixed signal
video semiconductor solutions for the security surveillance and
automotive infotainment markets. Headquartered in San Jose, CA,
Techwell currently has over 200 employees in the U.S., China,
Japan, South Korea and Taiwan. Please visit
http://www.techwellinc.com for more information.
Securities Law Disclosure and Additional
Information
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell
securities. The tender offer is being made only pursuant to the
Offer to Purchase, Letter of Transmittal and related materials that
Intersil Corporation and Navajo Merger Sub, Inc. have filed with
the SEC on a Tender Offer Statement on Schedule TO on March 30,
2010. In addition, Techwell, Inc. has filed a Solicitation
Recommendation Statement on Schedule 14D-9 with respect to the
tender offer on March 30, 2010. Such materials (and all other offer
documents filed with the SEC) are available at no charge on the
SEC's Web site, www.sec.gov, or from BNY Mellon Shareowner
Services, toll-free at (800) 777-3674.
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