Intersil Completes Its Tender Offer for Shares of Techwell, Inc.
April 27 2010 - 7:45AM
Marketwired
Intersil Corporation (NASDAQ: ISIL) and its indirect, wholly-owned
subsidiary, Navajo Merger Sub, Inc., announced today the successful
completion of a cash tender offer to purchase all outstanding
shares of common stock and the associated preferred stock purchase
rights of Techwell, Inc. (NASDAQ: TWLL) at a price of $18.50 per
share, without interest. Intersil Corporation intends to complete
the acquisition of Techwell promptly.
The tender offer and withdrawal rights expired at 12:00
Midnight, New York City time, on Monday, April 26, 2010. The
depositary for the tender offer has advised that, as of the
expiration time, an aggregate of 20,517,181 shares and associated
rights (including approximately 1,590,570 shares and associated
rights subject to guarantees of delivery) were validly tendered and
not withdrawn, representing approximately 81.53% of the total
outstanding shares and associated rights, calculated on a fully
diluted basis, as that term is defined in the merger agreement with
Techwell. All shares and associated rights that were validly
tendered and not properly withdrawn have been accepted for
purchase. Intersil will promptly pay for such shares and related
rights at the offer price of $18.50 per share, without interest and
less any applicable withholding taxes.
Navajo Merger Sub, Inc. intends to exercise its top-up option to
purchase directly from Techwell an additional number of shares of
Techwell common stock sufficient (when combined with the shares
purchased by the purchaser in the tender offer) to give Navajo
Merger Sub, Inc. ownership of at least one share more than 90% of
the outstanding shares of Techwell common stock, at a price of
$18.50 per share, pursuant to the terms of the merger agreement
with Techwell. Navajo Merger Sub, Inc. intends to purchase an
aggregate of 27,607,170 shares of Techwell common stock pursuant to
the exercise of the top-up option.
Intersil intends to promptly effect a "short-form" merger under
Delaware law and, as a result, Techwell will become an indirect,
wholly-owned subsidiary of Intersil. As a result of the merger, any
shares of Techwell not tendered will be canceled and (except for
shares held in the treasury of Techwell or by Techwell's
subsidiaries or Intersil, Navajo Merger Sub, Inc., or any other
direct or indirect wholly-owned subsidiary of Intersil, or shares
for which appraisal rights are properly demanded) will be converted
into the right to receive the same $18.50 in cash per share,
without interest thereon and less any applicable withholding taxes,
that was paid in the tender offer.
Following the merger, Techwell's common stock will cease to be
traded on the NASDAQ Global Select Market.
About Intersil Intersil Corporation is a
leader in the design and manufacture of high-performance analog and
mixed signal semiconductors. The Company's products address some of
the industry's fastest growing markets, such as flat panel
displays, cell phones, notebooks and other handheld systems.
Intersil's product families address power management functions and
analog signal processing functions. Intersil products include ICs
for battery management, hot-plug controllers, linear regulators,
power sequencers, supervisory ICs, bridge drivers, PWM controllers,
switching DC/DC regulators, Zilker Labs Digital Power ICs and power
MOSFET drivers; optical storage laser diode drivers; DSL line
drivers; D2Audio products; video and high-performance operational
amplifiers; high-speed data converters; interface ICs; analog
switches and multiplexers; crosspoint switches; voice-over-IP
devices; and ICs for military, space and radiation-hardened
applications. For more information about Intersil or to find out
how to become a member of our winning team, visit the Company's web
site at www.intersil.com.
About Techwell Techwell is a fabless
semiconductor company that designs, markets and sells mixed signal
video semiconductor solutions for the security surveillance and
automotive infotainment markets. Headquartered in San Jose, CA,
Techwell currently has over 200 employees in the U.S., China,
Japan, South Korea and Taiwan. Please visit www.techwellinc.com for
more information.
Securities Law Disclosure and Additional
Information
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to sell
securities. The tender offer is being made only pursuant to the
Offer to Purchase, Letter of Transmittal and related materials that
Intersil Corporation and Navajo Merger Sub, Inc. have filed with
the SEC on a Tender Offer Statement on Schedule TO on March 30,
2010. In addition, Techwell, Inc. has filed a Solicitation
Recommendation Statement on Schedule 14D-9 with respect to the
tender offer on March 30, 2010. Such materials (and all other offer
documents filed with the SEC) are available at no charge on the
SEC's Web site, www.sec.gov, or from BNY Mellon Shareowner
Services, toll-free at (800) 777-3674.
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