Gennum Increases Purchase Price to Acquire Tundra



    Tundra and Gennum Amend Arrangement Agreement

    OTTAWA and BURLINGTON, ON, April 17 /CNW Telbec/ - Tundra Semiconductor
Corporation (TSX: TUN) and Gennum Corporation (TSX: GND) today announced that
they have amended the terms of their previously announced arrangement
agreement, entered into on March 19, 2009 (the "March 19 Arrangement
Agreement"), providing for the acquisition by Gennum of all of the issued and
outstanding common shares of Tundra ("Tundra Shares") by way of plan of
arrangement (the "Arrangement"). Pursuant to the amendment, Gennum has
increased the aggregate purchase price for all of the Tundra Shares from
approximately Cdn.$86 million (based on Gennum's 5 day Volume Weighted Average
Price ("VWAP") ended March 18, 2009) to approximately Cdn.$112 million (based
on Gennum's 5 day VWAP ended April 16, 2009), representing an increase of
approximately 31%.
    Pursuant to the amendment, the consideration payable by Gennum for each
Tundra Share will be, at the election of the holder, Cdn.$5.81 in cash or
1.1679 common shares of Gennum ("Gennum Shares") or a combination thereof,
subject to pro ration. Previously, Tundra shareholders could elect to receive
for each Tundra Share Cdn.$4.43 in cash or 1.1575 Gennum Shares or a
combination thereof, subject to pro ration.
    Based on 19,326,053 Tundra Shares currently outstanding, in aggregate a
total of Cdn.$60 million in cash (which represents an increase of Cdn.$5
million to the amount payable under the March 19 Arrangement Agreement) and
10.5 million Gennum Shares (which represents an increase of 2.5 million Gennum
Shares to the number of Gennum Shares issuable under the March 19 Arrangement
Agreement) will be issued to holders of Tundra Shares.
    Based on Gennum's 5 day VWAP of Cdn.$4.97 on the Toronto Stock Exchange
ended April 16, 2009, the increased consideration values Tundra at Cdn.$5.81
per Tundra Share, assuming full pro ration, representing a 94% premium to
Tundra's 5 day VWAP ending March 18, 2009.
    The Tundra Board of Directors (Mr. Shlapak, a member of the board of
directors of each of Tundra and Gennum, did not participate in the decision),
acting on the unanimous recommendation of the Special Committee of the Tundra
Board of Directors (comprised of independent directors), has unanimously
approved the Arrangement, as amended, and confirmed its determination that the
increased purchase price payable to Tundra shareholders is fair and that the
Arrangement, as amended, is in the best interests of Tundra, and continues to
recommended that Tundra shareholders vote in favour of the Arrangement, as
amended.
    In the event that holders of Tundra Shares elect, in the aggregate, to
receive more than the maximum total number of Gennum Shares, the number of
Gennum Shares to be received by each holder of Tundra Shares who has elected
to receive Gennum Shares will be reduced pro rata, with the balance of the
purchase price for such Tundra Shares being paid in cash. In the event that
holders of Tundra Shares elect, in the aggregate, to receive more than the
maximum total amount of cash, the amount of cash to be received by each holder
of Tundra Shares who has elected to receive cash will be reduced pro rata,
with the balance of the purchase price for such Tundra Shares being paid in
Gennum Shares. Assuming full pro ration, the result would be a purchase price
payable by Gennum of Cdn.$3.10 in cash and 0.5433 of a Gennum Share for each
Tundra Share.
    The Arrangement, as amended, will remain structured as an arrangement
under the Canada Business Corporations Act. The amended Arrangement continues
to be subject to satisfaction of a number of closing conditions, including the
receipt of required regulatory approvals (including of the Toronto Stock
Exchange) and Court approvals and the approval of shareholders of Tundra
holding at least two-thirds of the Tundra Shares represented at a special
meeting of shareholders of Tundra to be held on May 8, 2009.
    At the special meeting, Tundra shareholders of record as of 5:00 p.m.
(EST) on April 8, 2009 will be entitled to vote in person or by proxy. The
date of the special meeting, and those Tundra Shareholders entitled to vote
thereat, has not been changed. As announced on April 16, 2009, Tundra has
mailed to its shareholders a management proxy circular and other materials in
connection with the special meeting, a copy of which is available under
Tundra's profile at www.sedar.com.
    If all necessary approvals are obtained and the conditions contained in
the Arrangement Agreement, as amended, are satisfied, Tundra and Gennum
continue to expect that the Arrangement, as amended, will close on or about
June 1, 2009.
    After closing of the amended Arrangement and assuming the issuance of an
aggregate of 10.5 million Gennum Shares in consideration of its acquisition of
the Tundra Shares, Gennum is expected to have approximately 45.9 million
Gennum Shares issued and outstanding, with current Gennum shareholders owning
approximately 77% and current Tundra shareholders owning approximately 23% of
such issued and outstanding Gennum Shares. In addition, Gennum Shares continue
to be issuable pursuant to the assumption by Gennum of stock options granted
under the Tundra stock option plans.
    The increase in the consideration payable by Gennum to acquire the Tundra
Shares under the amended Arrangement results in corresponding amendments to
the provisions of the March 19 Arrangement Agreement, and the plan of
arrangement which is a schedule thereto, relating to Tundra RSUs, in-the-money
stock options, out-of-the-money stock options and Gennum's assumption of
Tundra stock options. Also, Gennum and Tundra have agreed to increase to
Cdn.$5.0 million the termination fee payable by Tundra to Gennum in certain
circumstances if the amended Arrangement is not completed. A copy of the
amending agreement to the March 19 Arrangement Agreement will be available
under Tundra's profile at www.sedar.com.

    About Gennum

    Gennum Corporation (TSX: GND) designs innovative semiconductor solutions
and intellectual property (IP) cores for the world's most advanced consumer
connectivity, enterprise, video broadcast and data communications products.
Leveraging the company's proven optical, analog and mixed-signal products and
IP, Gennum enables multimedia and data communications products to send and
receive information without compromising the signal integrity. An award winner
for advances in high definition (HD) broadcasting, Gennum is headquartered in
Burlington, Canada, and has global design, research and development and sales
offices in Canada, Mexico, Japan, Korea, Germany, United States, Taiwan, India
and the United Kingdom. www.Gennum.com.

    About Tundra

    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: RapidlO(R), PCI, PCI-X, PCI Express(R), 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. For more information,
please visit www.Tundra.com.

    Caution Regarding Forward-Looking Statements

    Certain statements in this news release regarding the proposed
Arrangement between Tundra and Gennum, the expected timetable for completing
the Arrangement, and any other statements regarding Tundra's and Gennum's
future expectations, beliefs, goals or prospects constitute forward-looking
information within the meaning of applicable securities legislation
(collectively "forward-looking statements"). Any statements that are not
statements of historical fact (including statements containing the words
"believes," "plans," "anticipates," "expects," "estimates" and similar
expressions) should also be considered forward-looking statements. A number of
important factors could cause actual results or events to differ materially
from those indicated or implied by such forward-looking statements, including
without limitation: the parties' ability to consummate the Arrangement; the
conditions to the completion of the Arrangement, including that the receipt of
shareholder approval, court approval or the regulatory approvals required for
the Arrangement may not be obtained on the terms expected or on the
anticipated schedule and the parties' ability to meet expectations regarding
the timing, completion and accounting and tax treatments of the Arrangement.
    The statements in this news release concerning anticipated dates for the
holding of the Tundra shareholders' meeting and the anticipated closing date
for the Arrangement are based on certain assumptions of Gennum and Tundra,
including assumptions as to the timing of receipt of the necessary regulatory
and court approvals and the time necessary to satisfy the conditions set out
in the March 19 Arrangement Agreement, as amended.
    Gennum and Tundra assume no obligation to update the information in this
communication, except as otherwise required by law. Additional information
identifying risks and uncertainties is contained in the management information
circular mailed to Tundra shareholders on April 15, 2009 and Gennum's and
Tundra's respective filings with the various provincial securities commissions
which are all available online at www.sedar.com. Forward-looking statements
are provided for the purpose of providing information about the current
expectations, beliefs and plans of the management of each of Gennum and Tundra
relating to the future. Readers are cautioned that such statements may not be
appropriate for other purposes. Readers are also cautioned not to place undue
reliance on these forward-looking statements, that speak only as of the date
hereof.
    This news release and the information contained herein does not
constitute an offer of securities for sale in the United Sates and securities
may not be offered or sold in the United States absent registration or
exemption from registration.

    Gennum and the Gennum logo are registered trademarks of Gennum
Corporation. All other product or service names are the property of their
respective owners. Gennum Corporation, 2009. 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. Other
registered and unregistered trademarks are the property of their respective
owners.




For further information:

For further information: Gennum Media Contact: Robin Vaitonis, Gennum
Corporation, (905) 632-2999 x2110, vaitonis@Gennum.com; www.gennum.com; Tundra
Media Contact: Keri Zeran, Tundra Semiconductor Corporation, (613) 697-6788,
Keri.Zeran@tundra.com; www.tundra.com

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TUNDRA SEMICONDUCTOR CORPORATION

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