Tundra Semiconductor Corporation (TSX:TUN) (“Tundra”) announced the receipt of an acquisition proposal from Integrated Device Technology, Inc. (NASDAQ:IDTI ) (“IDT”) for the acquisition of all of the issued and outstanding common shares of Tundra by way of a statutory plan of arrangement at a cash price of Cdn $6.25 per share, or an aggregate purchase price of approximately Cdn $120.8 million (the “IDT Offer”). The IDT Offer is not subject to any due diligence condition, and IDT has indicated that the purchase price payable under its offer will be funded from IDT’s cash balance.
The Tundra Board of Directors has determined that the IDT Offer constitutes a “Superior Proposal” as defined under the amended arrangement agreement between Gennum Corporation (TSX:GND) (“Gennum”) and Tundra (the “Gennum Agreement”) initially announced on March 19, 2009 and amended on April 16, 2009.
Under the Gennum Agreement, Gennum has agreed to acquire all of the issued and outstanding shares of Tundra for consideration of, at the election of the holder, a cash price of Cdn $5.81 per share or 1.1679 common shares of Gennum or a combination thereof, subject to pro ration. The IDT Offer constitutes a premium of 12% over Gennum’s offer, based on Gennum’s 5-day Volume Weighted Average Price on the TSX ended April 24, 2009 of Cdn $4.5904 per Gennum common share and a premium of 13% over Gennum’s offer, based on the closing price on the TSX of Cdn $4.48 per Gennum common share on April 24, 2009.
Tundra provided notice to Gennum on April 25, 2009 that the IDT Offer constitutes a Superior Proposal as defined in the Gennum Agreement. Pursuant to the Gennum Agreement, Gennum has the right, but not the obligation, to offer to amend the terms of the Gennum Agreement for a period of five business days, ending on May 1, 2009.
Tundra’s Board of Directors is obliged to review in good faith any such offer by Gennum to determine whether any such amended offer by Gennum, upon acceptance by Tundra, would cause the IDT Offer to cease to be a Superior Proposal, in which case Tundra would enter into an amended agreement with Gennum. If after the expiry of Gennum’s match period at 11:59 p.m. EDT on May 1, 2009, Gennum does not offer to amend the terms of the Gennum Arrangement, Tundra is permitted to terminate the Gennum Agreement and contemporaneously enter into the arrangement agreement submitted by IDT as part of the IDT Offer, subject to compliance with the Gennum Agreement including the payment of a Cdn $5.0 million termination fee to Gennum.
Tundra Semiconductor Corporation (TSX:TUN) supplies the world’s leading communications, computing and storage companies with System Interconnect products, intellectual property (IP) and design services backed by world-class customer service and technical support. Tundra’s track record of product leadership includes over a decade of bridges and switches enabling key industry standards: RapidIO©, PCI, PCI-X, PCI Express©, Power Architecture[TM], VME, HyperTransport[TM], Interlaken, and SPI4.2. Tundra’s products deliver high functional quality and simplified board design and layout, with specific focus on system level signal integrity. Tundra’s design services division, Silicon Logic Engineering, Inc., offers industry-leading ASIC and FPGA design services, semiconductor intellectual property and product development consulting. Tundra’s technology connects critical components in high performance embedded systems around the world.
Tundra and the Tundra logo are registered marks of Tundra Semiconductor Corporation in Canada, the United States, the European Union and the People’s Republic of China. RapidIO is a trademark of the RapidIO Trade Association, Inc. The PowerPC name, the Power Architecture name, and the PowerPC logotype are trademarks of International Business Machines Corporation, used under license therefrom.