Amended Statement of Ownership: Solicitation (sc 14d9/a)
March 20 2017 - 9:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
Rule 14d-101
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
GigPeak, Inc.
(Name of Subject Company)
GigPeak, Inc.
(Name of Person(s) Filing Statement)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
37518Q 109
(CUSIP Number
of Class of Securities)
Dr. Avi S. Katz
Chief Executive Officer
GigPeak, Inc.
130
Baytech Drive
San Jose, CA 95134
(408) 522-3100
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Jeffrey C. Selman, Esq.
Crowell & Moring LLP
3 Embarcadero Center, 26th Floor
San Francisco, CA 94111
(415) 365-7442
☐
|
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 Items 8 and 9 to the Solicitation/Recommendation Statement on
Schedule 14D-9 initially filed with the U.S. Securities and Exchange Commission (the
SEC
) on March 7, 2017 (as the same may further be amended or supplemented from time to time, the
Schedule 14D-9
) by
GigPeak, Inc., a Delaware corporation (
GigPeak
). The Schedule 14D-9 relates to the cash tender offer by Glider Merger Sub, Inc. (
Purchaser
), a Delaware corporation and wholly owned subsidiary of Integrated
Device Technology, Inc., a Delaware corporation (
IDT
), to acquire all of the outstanding shares of GigPeak Common Stock and the associated Rights (collectively, the
Shares
) at a price of $3.08 per Share (the
Offer Price
), for an overall transaction value of approximately $250 million in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 7, 2017 (as amended or supplemented from time to time, the
Offer to Purchase
) and in the related Letter of Transmittal (as amended or supplemented from time to time, the
Letter of
Transmittal
). Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 4. Capitalized terms used but not
otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following new paragraph at the end of Item 8:
Presentation to GigPeak Employees by American Stock Transfer & Trust Company, LLC
On March 17, 2017, GigPeaks transfer agent, American Stock Transfer & Trust Company, LLC, gave a presentation about the Offer, in the form
attached hereto as Exhibit (a)(17), at GigPeaks principal office to the employees of GigPeak. The presentation is filed as Exhibit (a)(17) hereto and is incorporated herein by reference.
Item 9. Exhibits.
Item 9 is hereby amended and
supplemented as follows:
|
|
|
Exhibit
No.
|
|
Description
|
|
|
(a)(17)
|
|
Presentation by American Stock Transfer & Trust Company, LLC, presented to employees of GigPeak, Inc. on March 17, 2017.*
|
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
By:
|
|
/s/ Dr. Avi S. Katz
|
Name:
|
|
Dr. Avi S. Katz
|
Title:
|
|
Chief Executive Officer and
Chairman of the
GigPeak Board
(Principal Executive Officer)
|
Date: March 20, 2017
GigPeak, Inc. (AMEX:GIG)
Historical Stock Chart
From Jun 2024 to Jul 2024
GigPeak, Inc. (AMEX:GIG)
Historical Stock Chart
From Jul 2023 to Jul 2024