UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 4)
Techwell, Inc.
(Name
of Subject Company)
Techwell, Inc.
(Name
of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
87874D 10 1
(CUSIP Number of Class of Securities)
Fumihiro
Kozato
President
and Chief Executive Officer
Techwell, Inc.
408
E. Plumeria Drive, San Jose, California 95134
(408)
435-3888
(Name, Address, and Telephone Number of Person
Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing
Statement)
With
Copies to:
Jorge
del Calvo, Esq.
James
J. Masetti, Esq.
Pillsbury
Winthrop Shaw Pittman LLP
2475 Hanover Street
Palo Alto, CA 94304
(650) 233-4500
o
Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
This Amendment No. 4
amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9 initially filed with the Securities and Exchange Commission (the “SEC”)
on March 30, 2010 (which, together with any amendments and supplements
thereto, including that certain Amendment No. 1 filed on April 7,
2010, Amendment No. 2 filed on April 12, 2010, and Amendment No. 3
filed on April 19, 2010, collectively constitute the “Schedule 14D-9”) by
Techwell, Inc., a Delaware corporation (“Techwell” or the “Company”),
relating to the offer (the “Offer”) by Navajo Merger Sub, Inc., a Delaware
corporation (“Purchaser”) and an indirect, wholly-owned subsidiary of Intersil
Corporation, a Delaware corporation (“Intersil”), as set forth in a Tender
Offer Statement filed by Intersil and Purchaser on Schedule TO, dated March 30,
2010 (as previously filed with the SEC, together with the amendments thereto,
the “Schedule TO”), to purchase all shares of common stock, par value $0.001
per share, of Techwell (“Techwell Common Stock”), that are outstanding and the
associated preferred stock purchase rights (the “Techwell Rights”) issued in
connection with and subject to the Rights Agreement, dated August 4, 2009,
between Techwell and Computershare Trust Company, N.A. (which Techwell Rights,
together with the shares of the Techwell Common Stock are referred to as the “Shares”),
at a purchase price of $18.50 per Share, net to the holder thereof in cash,
without interest, but subject to any applicable tax withholding, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated March 30,
2010, and in the related Letter of Transmittal, copies of which are filed with
the Schedule 14D-9 as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. Any
capitalized terms used and not otherwise defined herein shall have the meaning
ascribed to such terms in the Schedule 14D-9.
All information in the Schedule 14D-9 is incorporated
into this Amendment No. 4 by reference, except that such information is
hereby amended to the extent specifically provided herein.
This Amendment No. 4 is being filed to reflect
certain information about the completion of the Offer.
Item 8.
Additional Information.
Item 8 of the Schedule
14D-9 is hereby amended and supplemented by adding the following text thereto:
“
(x)
Expiration
of the Initial Offering Period and Completion of Offer.
Intersil and Techwell
announced on April 27, 2010 the completion of the Offer. The initial offering period expired at 12:00
midnight, New York City time, on Monday, April 26, 2010. According to BNY Mellon Shareowner Services,
the depositary for the Offer, as of 12:00 midnight, New York City time, on
Monday, April 26, 2010, a total of 20,517,181 Shares were validly tendered
and not properly withdrawn in the Offer, representing approximately 81.53% of
all outstanding shares of the Company’s common stock on a fully diluted basis
(as that term is defined in the Merger Agreement). The depositary also informed Intersil that it
received commitments to tender 1,590,570 additional Shares under the guaranteed
delivery procedures for the Offer.
Purchaser has accepted for payment all Shares that were validly tendered
in the Offer (including Shares tendered to the depositary pursuant to the Offer’s
guaranteed delivery procedures), and payment for such Shares has been or will
be made promptly, in accordance with the terms of the Offer.
Pursuant to the terms of
the Merger Agreement, Purchaser has notified the Company that it intends to
exercise the Top-Up Option to increase its ownership to at least one share more
than 90% of the number of shares of the Company’s common stock outstanding
(after giving effect to the issuance of the shares of the Company’s common
stock pursuant to the Top-Up Option). As
described in the Merger Agreement, the purchase price per share of the Company’s
common stock in respect of the Top-Up Option will be equal to the Offer
Price. Intersil has advised the Company
that following the purchase of shares of the Company’s common stock pursuant to
the Top-Up Option, Purchaser intends to promptly consummate the Merger under
the short-form merger provisions of the DGCL and as described under the heading
“(iii) Vote Required to Approve the Merger and DGCL Section 253” of
this Item 8, without any further action by or vote of the Company’s
stockholders other than Purchaser. As
described in the Merger Agreement, each Share that is issued and outstanding
and that has not been accepted for payment pursuant to the Offer (other than
any Shares held in the treasury of the Company and Shares owned by Intersil,
Purchaser or the Company, all of which will be cancelled), will, at the
effective time of the Merger, be cancelled and, subject to the exercise of
appraisal rights under the DGCL, converted into the right to receive $18.50 per
Share, net to the stockholder in cash, without interest and less any required
withholding taxes, which is the same amount per Share that was paid in the
Offer. Following the Merger, the Shares
will no longer be listed on the Nasdaq Global Market and the Company will no
longer have reporting obligations under the Exchange Act.”
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