UPDATE: Merger Agreement Approved by Shareholders of Lattice Semiconductor
February 28 2017 - 12:47PM
Business Wire
Lattice Semiconductor Corporation (NASDAQ:LSCC) ("Lattice" or
the "Company"), the leading provider of customizable smart
connectivity solutions, today announced that its shareholders have
approved the adoption of the agreement and plan of merger (the
"Merger Agreement"), dated November 3, 2016, by and between
Lattice, Canyon Bridge Acquisition Company, Inc. ("Canyon Bridge")
and Canyon Bridge Merger Sub, Inc. ("Merger Sub"), and the merger
of Merger sub with and into Lattice (the "Merger") upon the
satisfaction or waiver of the remaining conditions to the closing
of the Merger. It was announced at today's special meeting of
Lattice shareholders that 77.83% of Lattice's outstanding shares
were voted in favor of adoption of the Merger Agreement (0.18% of
Lattice's outstanding shares were voted against the Merger
Agreement, 0.09% abstained, and 21.90% did not vote).
The Merger Agreement and the Merger were previously unanimously
adopted and approved by the Company’s board of directors. On
January 4, 2017, the Federal Trade Commission granted early
termination of the waiting period for the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Merger has also received approval from Austria’s Federal
Competition Authority and China’s National Development and Reform
Commission. In addition, Institutional Shareholder Services Inc.
and Glass Lewis, two leading independent proxy voting and corporate
governance advisory firms, had recommended Lattice Semiconductor’s
shareholders vote “For” the adoption of the Merger Agreement.
Darin G. Billerbeck, President and Chief Executive Officer,
said, “Today’s shareholder vote is another resounding endorsement
of the tremendous shareholder value the merger will unlock and the
compelling strategic benefits to our Company, customers and
employees. The process of obtaining approval from the Committee on
Foreign Investment in the United States (CFIUS) is well underway,
and we look forward to continuing constructive discussions with the
Committee in order to conclude the merger as soon as possible.”
Forward-Looking Statements Notice:
The foregoing paragraphs contain forward-looking statements that
involve estimates, assumptions, risks and uncertainties. Any
statements about our expectations, beliefs, plans, objectives,
assumptions or future events or performance are not historical
facts and may be forward-looking. Such forward-looking statements
include statements relating to the anticipated benefits of the
Merger, the process of obtaining approval from the Committee on
Foreign Investment in the United States (CFIUS), and the
satisfaction or waiver of the other remaining conditions to the
closing of the Merger. Other forward-looking statements may be
indicated by words such as “will,” “could,” “should,” “would,”
“may,” “expect,” “plan,” “project,” “anticipate,” “intend,”
“forecast,” “future,” “believe,” “estimate,” “predict,” “propose,”
“potential,” “continue” or the negative of these terms or other
comparable terminology. Lattice believes the factors identified
below could cause actual results to differ materially from the
forward-looking statements.
In addition to the foregoing, other factors that may cause
actual results to differ materially from the forward-looking
statements in this press release include disruptions of our
business arising from the announcement and pendency of the Merger,
global economic uncertainty, overall semiconductor market
conditions, market acceptance and demand for our new products, the
Company's dependencies on its silicon wafer suppliers, the impact
of competitive products and pricing, technological and product
development risks, the failure to achieve the anticipated benefits
of the transaction and the changing leadership of the agencies
comprising CFIUS and whether that will result in a change in the
analytical rubric through which the transaction is evaluated. In
addition, actual results are subject to other risks and
uncertainties that relate more broadly to our overall business,
including those risks more fully described in Lattice’s filings
with the SEC including its annual report on Form 10-K for the
fiscal year ended January 2, 2016, and Lattice’s quarterly reports
filed on Form 10-Q.
You should not unduly rely on forward-looking statements because
actual results could differ materially from those expressed in any
forward-looking statements. In addition, any forward-looking
statement applies only as of the date on which it is made. The
Company does not intend to update or revise any forward-looking
statements, whether as a result of events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events.
About Lattice Semiconductor
Lattice Semiconductor (NASDAQ:LSCC) provides smart connectivity
solutions powered by our low power FPGA, video ASSP, 60 GHz
millimeter wave, and IP products to the consumer, communications,
industrial, computing, and automotive markets worldwide. Our
unwavering commitment to our customers enables them to accelerate
their innovation, creating an ever better and more connected
world.
For more information about Lattice please visit
www.latticesemi.com. You can also follow us via LinkedIn, Twitter,
Facebook, YouTube or RSS.
Lattice Semiconductor Corporation, Lattice Semiconductor (&
design), and specific product designations are either registered
trademarks or trademarks of Lattice Semiconductor Corporation or
its subsidiaries in the United States and/or other countries.
GENERAL NOTICE: Other product names used in this
publication are for identification purposes only and may be
trademarks of their respective holders.
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version on businesswire.com: http://www.businesswire.com/news/home/20170228006494/en/
MEDIA:Lattice SemiconductorSherrie Gutierrez,
408-826-6752sherrie.gutierrez@latticesemi.comorBrunswick GroupAlex
Finnegan,
202-393-7337afinnegan@brunswickgroup.comorINVESTORS:Global
IR PartnersDavid Pasquale,
914-337-8801lscc@globalirpartners.com
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