OTTAWA, ON and BURLINGTON, ON, April 16 /CNW/ - Tundra Semiconductor
Corporation (TSX: TUN) and Gennum Corporation (TSX: GND) today announced that
Tundra has mailed to its shareholders a management proxy circular (the
"Circular") and other materials, in connection with the special meeting of
shareholders of Tundra (the "Special Meeting") to be held on May 8, 2009 at
which Tundra shareholders will be asked to vote on a special resolution to
approve a proposed plan of arrangement, pursuant to which Gennum will acquire
all of the issued and outstanding shares of Tundra (the "Arrangement"). The
proposed Arrangement was announced on March 19, 2009.
The Special Meeting will be held at 11:00 a.m. (EST) on Friday May 8,
2009 at The Marshes Golf Club, 320 Terry Fox Drive, Ottawa, Ontario. 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 at the Special Meeting.
On April 9, 2009, the Ontario Superior Court of Justice granted an
interim order providing for the calling and holding of the Special Meeting and
certain other matters related to the Special Meeting and the Arrangement. A
copy of the interim order is included in the Circular.
The Circular includes the unanimous determination of Tundra's Board of
Directors (other than Mr. Fred Shlapak, who is a director of both Tundra and
Gennum and did not participate in the decision) that the Arrangement is fair
to Tundra shareholders and in the best interests of Tundra and the unanimous
recommendation of Tundra's Board of Directors (other than Mr. Shlapak) that
Tundra shareholders vote FOR the special resolution approving the Plan of
The Board of Directors of Tundra provides detailed reasons for its
recommendation in the Circular, which may be accessed under Tundra's profile
at www.sedar.com. The Board of Directors of Tundra encourages Tundra
shareholders to review the Circular when it is received or to access the
Circular at www.sedar.com or on Tundra's website at www.tundra.com.
Tundra shareholders with questions about the Arrangement or submitting
proxies are encouraged to contact Georgeson Shareholder Communications Canada
Inc., toll-free, at 1-866-413-8829.
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. For more information, please visit www.Gennum.com.
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(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
transaction between Tundra and Gennum, the expected timetable for completing
the transaction 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 events or results to differ materially
from those indicated or implied by such forward-looking statements, including
without limitation: the parties' ability to consummate the transaction; the
conditions to the completion of the transaction, including that the receipt of
shareholder approval, court approval or the regulatory approvals required for
the transaction 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 transaction.
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 Circular and in
Gennum's and Tundra's respective 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 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
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,