Announces Date of Special Stockholders Meeting
in Connection with Acquisition by TDK
InvenSense, Inc. (NYSE: INVN), a leading provider of MEMS sensor
platforms, today announced that all necessary regulatory clearances
have been received for the acquisition by TDK Corporation of
InvenSense, including from the Committee on Foreign Investment in
the United States (CFIUS) and all other necessary regulatory
authorities, and the required waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 has
expired.
InvenSense will hold a special meeting of its stockholders on
May 17, 2017 at 10:00 a.m. local time at the Company’s corporate
headquarters at which stockholders will be asked to approve, among
other items, the previously announced transaction. The companies
expect to close the transaction shortly thereafter, for a total
purchase price of approximately $1.3 billion in cash or $13.00 per
common share. The closing is subject to the satisfaction of
customary closing conditions.
InvenSense recently mailed the proxy statement and related proxy
materials to stockholders holding shares as of the March 23, 2017
record date. The proxy statement and related proxy materials
provide information for stockholders of InvenSense regarding the
transaction and related proposals to be voted upon at the special
meeting, as well as instructions for voting online, by telephone,
by mail and in person.
Additional Information and Where to Find ItIn connection
with the proposed transaction, InvenSense has filed with the United
States Securities and Exchange Commission (the “SEC”) a proxy
statement on Schedule 14A, and has mailed the definitive proxy
statement and a proxy card to each stockholder entitled to vote at
the InvenSense special meeting relating to the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF INVENSENSE ARE URGED
TO CAREFULLY READ THESE MATERIALS IN THEIR ENTIRETY (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT INVENSENSE FILES WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The proxy statement and other documents filed by
InvenSense with the SEC may be obtained free of charge at
InvenSense’s website at www.invensense.com or at the SEC’s website
at www.sec.gov. These documents may also be obtained free of charge
from InvenSense by requesting them by mail at InvenSense, Inc.,
1745 Technology Drive Suite 200, San Jose, California 95110,
Attention: Investor Relations, or by telephone at (408) 501-2200.
TDK Corporation, InvenSense, and certain of their directors,
officers and employees may be deemed to be participants in the
solicitation of proxies from the stockholders of InvenSense in
connection with the proposed transaction. Information about the
persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of InvenSense’s stockholders in
connection with the proposed transaction, and any direct or
indirect interests, by security holdings or otherwise, they have in
the proposed transaction, is set forth the definitive proxy
statement referred to above. Information about TDK Corporation’s
directors and executive officers can be found in the documents
filed by TDK Corporation with the SEC and may be obtained free of
charge at the SEC’s website at www.sec.gov. These documents may
also be obtained free of charge from TDK Corporation by requesting
them by mail at Shibaura Renasite Tower, 3-9-1 Shibaura, Minato-ku,
Tokyo 108-0023, Japan, Attention: Investor Relations.
Forward-Looking
StatementsStatements in this press release that are not
historical are “forward-looking statements” as the term is defined
in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are generally written in the future
tense and/or preceded by words such as “will,” “expects,”
“anticipates,” “plan,” or other words that imply or predict a
future state. Forward-looking statements include, without
limitation, statements regarding the Company’s expectations with
respect to closing the transaction and the effect of litigation on
the consummation of the transaction. Investors are cautioned that
all forward-looking statements in this press release involve risks
and uncertainty that can cause actual results to differ materially
from those currently anticipated due to a number of factors
including, without limitation, the parties’ ability to satisfy the
conditions precedent to the consummation of the proposed
transaction, including, without limitation, the receipt of
stockholder approval; the occurrence of any event that could give
rise to the termination of the merger agreement; unanticipated
difficulties or expenditures relating to the proposed transaction;
legal proceedings against TDK or InvenSense and others related to
the proposed transaction; disruptions of current plans and
operations caused by the announcement or pendency of the proposed
transaction; and satisfaction of the conditions remaining to the
completion of the proposed merger, as well as the risk factors
discussed in InvenSense’s Annual Report on Form 10-K for the year
ended April 3, 2016 and other documents filed by us with the
Securities and Exchange Commission (SEC) from time to time. Copies
of InvenSense’s SEC filings are posted on the company’s website and
are available from the company without charge. Forward-looking
statements are made as of the date of this release, and, except as
required by law, the company does not undertake an obligation to
update its forward-looking statements to reflect future events or
circumstances.
About InvenSenseInvenSense,
Inc. (NYSE: INVN) is the world’s leading provider of MEMS sensor
platforms. InvenSense’s vision of Sensing Everything™ targets the
consumer electronics and industrial markets with integrated Motion
and Sound solutions. Our solutions combine MEMS (micro electrical
mechanical systems) sensors, such as accelerometers, gyroscopes,
compasses, and microphones with proprietary algorithms and firmware
that intelligently process, synthesize, and calibrate the output of
sensors, maximizing performance and accuracy. InvenSense’s motion
tracking, audio and location platforms, and services can be found
in Mobile, Wearables, Smart Home, Industrial, Automotive, and IoT
products. On December 21, 2016, InvenSense, Inc. and TDK
Corporation entered a definitive merger agreement. Completion of
the transaction is expected in second quarter of the fiscal year
ending March 31, 2018, and is subject to approvals by InvenSense
shareholders and the relevant regulatory authorities. InvenSense is
headquartered in San Jose, California and has offices worldwide.
For more information, go to www.invensense.com and
http://www.coursaretail.com.
©2017 InvenSense, Inc. All rights reserved. InvenSense, Sensing
Everything, FireFly, SensorStudio, TrustedSensor, Coursa,
UltraPrint, MotionTracking, MotionProcessing, MotionProcessor,
MotionFusion, MotionApps, InvenSenseTV, DMP, AAR, and the
InvenSense logo are trademarks of InvenSense, Inc. Other company
and product names may be trademarks of the respective companies
with which they are associated.
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version on businesswire.com: http://www.businesswire.com/news/home/20170418005495/en/
For Investor Inquiries, Contact:Darrow Associates,
Inc.David Allen, 408-427-4463Managing
Directorir@invensense.comorAdditional Investor
Contact:MacKenzie Partners, Inc.Bob Marese,
212-929-5500Managing DirectororFor Media Inquiries,
Contact:InvenSense, Inc.David Almoslino, 408-501-2278Senior
Director, Corporate Marketingpr@invensense.com
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