OTTAWA, May 21 /CNW Telbec/ - Tundra Semiconductor Corporation (TSX: TUN)
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 June
15, 2009. At the Special Meeting Tundra shareholders will be asked to vote on
a special resolution to approve a proposed plan of arrangement pursuant to
which 4440471 Canada Inc., a wholly-owned Canadian acquisition subsidiary of
Integrated Device Technology, Inc. (NASDAQ: IDTI), will acquire all of the
issued and outstanding shares of Tundra (the "Arrangement"). The proposed
Arrangement was announced on April 30, 2009.
The Special Meeting will be held at 11:00 a.m. (EST) on Monday, June 15,
2009 at The Marshes Golf Club, 320 Terry Fox Drive, Ottawa, Ontario. Tundra
shareholders of record as of 5:00 p.m. (EST) on May 15, 2009 will be entitled
to vote in person or by proxy at the Special Meeting.
On May 15, 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, an interested Director who 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.
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
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 or court
approval 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.
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 the Circular and 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
license therefrom. Other registered and unregistered trademarks are the
property of their respective owners.
For further information:
For further information: Tundra Media Contact: Keri Zeran, Director,
Marketing Communications, (613) 697-6788, firstname.lastname@example.org