BURLINGTON, ON, March 14, 2012 /CNW/ - Gennum Corporation (TSX: GND) ("Gennum") announced that at a special meeting of Gennum shareholders (the "Meeting") held earlier today, Gennum received the requisite shareholder approvals for the plan of arrangement (the "Plan of Arrangement") pursuant to which Semtech Corporation, through its indirect wholly-owned subsidiary, will acquire all of the issued and outstanding common shares of Gennum. Approximately 99.5% of the total votes cast by shareholders and approximately 99.5% of the votes cast by "minority shareholders" (as described in Gennum's information circular) were voted in favour of the special resolution approving the Plan of Arrangement.
The hearing in respect of the final order of the Ontario Superior Court of Justice (Commercial List) approving the Plan of Arrangement is scheduled for Thursday, March 15, 2012. Assuming court approval is obtained and that all other conditions to the Plan of Arrangement are satisfied or waived, the Plan of Arrangement is expected to become effective on or about March 20, 2012. Under the Plan of Arrangement, Gennum shareholders will receive CDN$13.55 in cash for each outstanding common share of Gennum. Delisting of Gennum's common shares from the Toronto Stock Exchange is expected to occur during the week of March 26, 2012.
The Plan of Arrangement approved at the Meeting included a minor amendment to the Plan of Arrangement that was attached as Appendix D to the information circular of Gennum dated February 13, 2012. The amendment changes the payment mechanics for the consideration payable in respect of In-The-Money Options so that holders of such securities may receive payment in a prompt and efficient manner. The Plan of Arrangement was amended in accordance with the terms of the definitive arrangement agreement and the terms of the Plan of Arrangement, and will be filed on the SEDAR website at www.sedar.com.
Gennum Corporation (TSX: GND) designs innovative semiconductor solutions and intellectual property (IP) cores designed to be the world's most advanced consumer connectivity, enterprise, video broadcast and data communications products. Leveraging Gennum'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. Recognized as 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, Germany, United States, Taiwan, India and the United Kingdom. For more information, visit http://www.gennum.com.
Caution Regarding Forward-Looking Statements
This new release contains statements which constitute forward-looking statements. These forward-looking statements are not descriptive of historical matters and may refer to management's expectations or plans. These statements include but are not limited to statements concerning the previously announced transaction pursuant to which Semtech Corporation proposes to acquire all of the outstanding common shares of Gennum (the "Proposed Semtech Transaction").
Inherent in forward-looking statements are risks and uncertainties beyond Gennum's ability to predict or control including, but not limited to, risks associated with the Proposed Semtech Transaction, including in relation to the actual closing of the transaction, the satisfaction or non-satisfaction, as applicable, of one or more conditions to the closing of the transaction, delay of, or inability to receive, a final order of the Ontario Superior Court of Justice in respect of the transaction, the success of near and longer term integration efforts between the combined companies, and unexpected acquisition-related costs and expenses. Readers should also refer to the sections entitled "Risks and Uncertainties" in our 2011 management's discussion and analysis and "Risk Factors" in our most recent annual information form, each as filed on SEDAR at www.sedar.com.
Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions relating to the Proposed Semtech Transaction, including assumptions as to the ability of the parties to receive, in a timely manner, the necessary order of the Ontario Superior Court of Justice, and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the proposed transaction.
Readers are cautioned that the foregoing list of important factors and assumptions is not exhaustive. Forward-looking statements are not guarantees of future performance. Events or circumstances could cause Gennum's actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. Consequently, readers should not place any undue reliance on these forward-looking statements. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. In addition, these forward-looking statements relate to the date on which they are made. We disclaim any intention or obligation to update or revise any forward-looking statements or the foregoing list of factors, whether as a result of new information, future events or otherwise, except to the extent required by law.
For further information:
Gennum Investor Relations Contact
Senior Vice-President, Finance & Administration
and Chief Financial Officer, Gennum Corporation
Tel: 905-632-2999 ext. 3060