OTTAWA, April 30 /CNW Telbec/ - Tundra Semiconductor Corporation
(TSX:TUN) ("Tundra") today announced that it has received notice from Gennum
Corporation (TSX:GND) ("Gennum") pursuant to the amended arrangement agreement
between Gennum and Tundra (the "Gennum Agreement") that Gennum will not
exercise its right to match the offer by Integrated Device Technology, Inc.
(NASDAQ: IDT) ("IDT"), announced on April 27, 2009, to acquire all of the
issued and outstanding common shares of Tundra at a cash price of Cdn $6.25
per share (the "IDT Offer").
On April 25, 2009, Tundra notified Gennum of the Tundra Board's
determination that the IDT Offer constitutes a "Superior Proposal" as defined
in the Gennum Agreement. Pursuant to the Gennum Agreement, Gennum had the
right, but not the obligation, to offer to amend the terms of the Gennum
Agreement during a period of five business days to match the IDT Offer. Gennum
has elected not to exercise its right to match.
As a result of Gennum's notification, Tundra expects to be in a position
to enter into an Arrangement Agreement with IDT as contemplated by the IDT
Offer after Tundra has made payment of a Cdn $5.0 million termination fee to
Gennum and terminated the Gennum Agreement.
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 IDT, the expected timetable for completing the
transaction, and any other statements regarding Tundra'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 transaction; the conditions to the completion of the
transaction, including 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; the parties' ability to
meet expectations regarding the timing, completion and accounting and tax
treatments of the transaction; and the other factors described in Tundra's
annual information form for its year ended April 30, 2008, and its recent
annual and quarterly financial reports.
Tundra 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 Tundra'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 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.
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
For further information:
For further information: Tundra Media Contact: Keri Zeran, Tundra
Semiconductor Corporation, (613) 697-6788, Keri.Zeran@tundra.com