APRIL 30, 2009 -- Integrated Device Technology Inc. (IDT) has reached an agreement to acquire Tundra Semiconductor Corp. for CDN$6.25 per share, for an aggregate purchase price of approximately CDN$120.8 million.
"IDT is excited about the proposed acquisition of Tundra. We look forward to better serving our customers by utilizing the Tundra core strengths in serial switching and bridging using PCI Express, RapidIO, and VME, with the existing IDT mixed signal product portfolio," said Dr. Ted Tewksbury, president and CEO at IDT. "We believe the result of this transaction will provide our customers with a broader product offering as well as improved service, support, and future roadmap of serial connectivity innovations. This transaction reflects our commitment to extending our technology leadership in the communications end market, which is particularly critical in the current challenging economic environment."
"Tundra is excited to bring this opportunity to shareholders and customers," said Daniel Hoste, president and CEO of Tundra. "We believe that the combined technology innovation capability of the two companies will allow our customers better service, products, and support with their increasingly complex communications solutions."
Under terms of the agreement, which is to be completed as a statutory plan of arrangement under the Canada Business Corporations Act, Tundra shareholders will receive cash in the amount of CDN$6.25 per Tundra share. IDT will finance the transaction with cash on hand. All outstanding "out of the money" options of Tundra will be assumed by IDT in the transaction; all "in the money" options and RSUs of Tundra will be cash settled on the transaction closing date.
The transaction must be approved by two-thirds of the votes cast by Tundra shareholders at a special meeting expected to be held in June 2009, and is subject to, Canadian court approval as well as customary closing conditions.
In the event that the transaction does not close, in certain circumstances Tundra has agreed to pay IDT a termination fee of CDN$5.4 million.
The transaction was unanimously approved by the board of directors of each company (subject to the abstention of one board member who sits on the board of directors of both Tundra and Gennum Corp.). Subject to certain exceptions, executive officers and directors of Tundra have agreed to vote their outstanding Tundra shares in favor of the transaction. The transaction is expected to be completed late in the second quarter or early in the third quarter of 2009. Upon completion of the transaction, the Tundra shares will be de-listed from the Toronto Stock Exchange.
Tundra announced earlier today that Gennum notified Tundra that it would not exercise its right under the amended arrangement agreement between Tundra and Gennum to match the IDT offer. As a result, Tundra has paid the CDN$5.0 million termination fee to Gennum and has terminated the Gennum agreement in accordance with its terms.
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