BURLINGTON, ON, April 27 /CNW/ - Gennum Corporation (TSX: GND) ("Gennum")
today announced that, pursuant to the previously announced arrangement
agreement (as amended, the "Arrangement Agreement") between Gennum and Tundra
Semiconductor Corporation ("Tundra"), Gennum has received notice from Tundra
that Tundra has received an offer from Integrated Device Technologies, Inc. to
acquire 100% of the common shares of Tundra (the "IDT Offer"). Tundra has
advised that its Board of Directors has determined that the IDT Offer
constitutes a Superior Proposal as defined under the Arrangement Agreement and
that Tundra is permitted to terminate the Arrangement Agreement in order to
accept the IDT Offer, subject to the provisions of the Arrangement Agreement,
including Gennum's right to match the IDT Offer as addressed below.
Pursuant to the provisions of the Arrangement Agreement: if the Tundra
Board of Directors determines that it has received a Superior Proposal within
the meaning of the Arrangement Agreement and has resolved to terminate the
Arrangement Agreement in order to accept such offer, Gennum has the right, but
not the obligation, to offer to amend the terms of the Arrangement Agreement
within a five business day matching period; if the Tundra Board of Directors
determines that any such offer from Gennum would cause the third party offer
to cease to be a Superior Proposal, then Tundra is required to enter into an
amended Arrangement Agreement with Gennum; if the Tundra Board of Directors
determines that any such offer from Gennum does not cause the third party
offer to cease to be a Superior Proposal or Gennum does not make such an offer
within the matching period, then Tundra may terminate the Arrangement
Agreement in order to accept the Superior Proposal subject to certain
conditions, including Tundra complying with its obligation to pay to Gennum a
Cdn$5 million termination fee.
Gennum will review and consider Tundra's notice and the IDT Offer and
will decide on its course of action in the five business day matching period
as provided for under the Arrangement Agreement.
A copy of the Arrangement Agreement is available under Gennum's profile
Gennum Corporation 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.
Caution Regarding Forward-Looking Statements
Certain statements in this news release regarding the proposed
transaction between Tundra and Gennum and any other statements regarding
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.
Gennum assumes no obligation to update the information in this
communication, except as otherwise required by law. Additional information
identifying risks and uncertainties is contained in Gennum's filings with the
various provincial securities commissions which are 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 Gennum 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. Gennum Corporation, 2009.
For further information:
For further information: Gennum Media Contact: Robin Vaitonis, Gennum
Corporation, (905) 632-2999 x2110, vaitonis@Gennum.com, www.gennum.com