UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
(Rule 14A-101
)
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. __)
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by the Registrant
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Definitive
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Definitive
Additional Materials
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Date
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On
December 7, 2009, ZiLOG, Inc. sent the following communication to its
shareholders:
ZiLOG,
Inc.
Corporate
Headquarters
San
Jose, California
December
7, 2009
To:
Our Valued Shareholders
Today,
ZiLOG, Inc. and IXYS Corporation announced the signing of a merger agreement
where IXYS would acquire the outstanding shares of ZiLOG for $3.5858 per share
in cash. The merger has the unanimous approval of both companies' Boards of
Directors and is subject to the final approval of ZiLOG’s shareholders. On
completion of the merger, Zilog would become a wholly owned subsidiary of IXYS
Corporation.
This
agreement is the endpoint of a strategic review process that began over a year
ago. As you may be aware, with the encouragement of certain of
our larger shareholders, we announced a strategic alternative review process in
July 2008. We engaged an investment banker and initiated an exploration of
various strategic alternatives. Soon after the commencement of
the strategic review process, financial markets in the U.S. collapsed and global
economic conditions weakened materially. Despite these challenges, we
were able to complete a transaction in February 2009, in which we sold two of
our businesses for more than $30 million. These divestitures
strengthened our financial position, but also left us with a smaller revenue
base. Although business conditions have improved during 2009,
uncertainty remains regarding the longevity of this recovery. In
light of ongoing economic turbulence, we believe that the proposed business
combination offered the best value to ZiLOG shareholders.
Approval
of the merger agreement by our shareholders will allow the combined entities to
continue the ZiLOG brand and support customers with the same product lines,
service and commitment as we do today. Our 35-year brand will carry on with the
trusted ZiLOG name.
We
want to thank all of our investors for their support over the years, and wish
all of you well in your future endeavors.
If
you have any questions, please feel free to contact Perry Grace, ZiLOG CFO, at
(408)558-8665 or
pgrace@zilog.com
.
*
* *
FORWARD
LOOKING STATEMENTS
This
communication, and other statements that ZiLOG may make, including statements
about the benefits of IXYS' proposed acquisition of ZiLOG (the "Acquisition"),
may contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended, with respect to ZiLOG's
anticipated financial performance, business prospects and plans, and similar
matters. Forward-looking statements are typically identified by words
or phrases such as "will," "anticipate," "estimate," "expect," "project,"
"intend," "plan," "believe," "target," "forecast," and other words and terms of
similar meaning.
ZiLOG
cautions that forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made, and ZiLOG assumes no duty to
and does not undertake to update forward-looking statements. Actual
results could differ materially from those anticipated in forward-looking
statements and future results could differ materially from historical
performance. In addition to factors previously disclosed in ZiLOG's
documents filed with the Securities and Exchange Commission (the "SEC") and
those identified elsewhere in this communication, the following factors, among
others, could cause actual results to differ materially from forward-looking
statements or historical performance: the introduction, withdrawal, success and
timing of business initiatives and strategies; changes in political, economic or
industry conditions, the interest rate environment or financial and capital
markets, which could result in changes in demand for products or services; the
impact of increased competition; the unfavorable resolution of legal
proceedings; the impact, extent and timing of technological changes and the
adequacy of intellectual property protection; the impact of legislative and
regulatory actions and reforms and regulatory, supervisory or enforcement
actions of governmental agencies relating to ZiLOG; terrorist activities and
international hostilities, which may adversely affect the general economy,
financial and capital markets, specific industries and ZiLOG; the occurrence,
geographic areas impacted and severity of earthquakes, hurricanes, tornadoes or
other natural disasters; the ability to attract and retain highly talented
professionals; the shareholders of ZiLOG may not approve the Acquisition at the
special meeting of ZiLOG shareholders; IXYS and ZiLOG may be unable to complete
the Acquisition because, among other reasons, conditions to the closing of the
Acquisition may not be satisfied or waived; and the outcome of any legal
proceedings to the extent initiated against ZiLOG and others following the
announcement of the Acquisition cannot be predicted.
ZiLOG's
Annual Report on Form 10-K and ZiLOG's subsequent reports filed with the SEC,
accessible on the SEC's website at http://www.sec.gov and on ZiLOG's website at
http://www.zilog.com, discuss certain of these factors in more detail and
identify additional factors that can affect forward-looking
statements. The information contained on our website is not a part of
this communication.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
In
connection with the Acquisition, ZiLOG intends to file relevant materials with
the SEC, including a preliminary proxy statement on Schedule
14A. INVESTORS AND SECURITY HOLDERS OF ZILOG ARE URGED TO READ THESE
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ZILOG, IXYS AND THE ACQUISITION. The Schedule 14A,
the preliminary proxy statement and other relevant materials (when they become
available), and any other documents filed by ZiLOG with the SEC, may be obtained
free of charge at the SEC's web site at
www.sec.gov
. In
addition, investors and security holders may obtain free copies of the documents
filed with the SEC by directing a written request to: ZiLOG, Inc., 6800 Santa
Teresa Boulevard, San Jose, California 95119, Attention: Investor
Relations.
PARTICIPANTS
IN THE SOLICITATION
ZiLOG
and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from the shareholders of ZiLOG in connection with the
Acquisition. Information about the executive officers and directors
of ZiLOG and their ownership of ZiLOG common stock is set forth in the proxy
statement for ZiLOG's 2009 Annual Meeting of Stockholders, which was filed with
the SEC on July 29, 2009. Investors and security holders may obtain
additional information regarding the direct and indirect interests of ZiLOG and
its executive officers and directors in the Acquisition by reading the Schedule
14A and the preliminary proxy statement regarding the Acquisition when it
becomes available.
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