Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 1.01.
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Entry into a Material Definitive Agreement.
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Merger Agreement
On February 20,
2020, Adesto Technologies Corporation, a Delaware corporation (the “Company”), Dialog Semiconductor plc,
a company incorporated in England and Wales (“Parent”), and Azara Acquisition Corp. (“Merger
Sub”), a Delaware corporation and a wholly owned direct or indirect subsidiary of Parent (“Merger Sub”),
entered into an Agreement and Plan of Merger (“Merger Agreement”). The Board of Directors of the Company
(the “Board”) has unanimously determined that the Merger is advisable and fair to, and in the best interests
of, the Company and its stockholders, and unanimously recommended the adoption of the Merger Agreement by the holders of the Company’s
common stock (the “Shares”).
Pursuant to the
terms of, and subject to the conditions specified in, the Merger Agreement, Merger Sub will merge with and into the Company, and
the Company will become a wholly owned direct or indirect subsidiary of Parent (the “Merger”). If the
Merger is consummated, each Share outstanding as of immediately prior to the effective time of the Merger (the “Effective
Time”) (other than shares held by (i) any wholly owned subsidiary of the Company, (ii) the Company (or held in the
Company’s treasury), (iii) Parent, Merger Sub or any other wholly owned subsidiary of Parent or (iv) stockholders of the
Company who have validly exercised their appraisal rights under Delaware law) will be converted into the right to receive $12.55
in cash, without interest and subject to any required tax withholding (the “Merger Consideration”).
At the Effective
Time, the holders of each stock option to purchase Shares (each, a “Company Option”) that is outstanding
and vested (the “Vested Company Options”) will receive cash equal to the excess, if any, of the Merger
Consideration over the exercise price per Share subject to such Vested Company Option (the “Spread”),
subject to any applicable tax withholding. At the Effective Time, each outstanding unvested Company Option (the “Unvested
Company Options”) and each outstanding unvested restricted stock unit of the Company (each, a “Company
RSU”), other than Company Options and Company RSUs held by non-employee members of the Board (“Director
Awards”), will be either (i) cancelled and replaced with a restricted stock unit for ordinary shares of Parent (a
“Parent RSU”) using a conversion ratio designed to preserve the intrinsic value of such Unvested Company
Option or Company RSU or (ii) in Parent’s discretion, cancelled in exchange for a right to payment in cash equal to the Spread
for each Share underlying such Unvested Company Option or, in the case of Company RSUs, for payment in cash equal to the Merger
Consideration multiplied by the number of Shares underlying such Company RSU, as applicable, in each case subject to continued
time-based vesting under the schedule applicable to such Unvested Company Option or Company RSU prior to the Effective Time (but,
in the case of Company RSUs that are subject to a performance vesting element, no longer subject to such performance-based vesting).
At the Effective Time, Director Awards will be cancelled in exchange for cash equal to (i) with respect to Director Awards that
are Company Options, the Spread for each Share underlying such Company Option and (ii) with respect to Director Awards that are
Company RSUs, cash equal to the Merger Consideration multiplied by the number of Shares underlying such Company RSU.
The consummation
of the Merger is subject to the satisfaction or waiver of customary closing conditions, including (i) the adoption of the Merger
Agreement by the holders of a majority of the Company’s outstanding Shares; (ii) the expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the clearance of the Merger by the Committee
on Foreign Investment in the United States (“CFIUS Approval”); (iv) the absence of any order or other
legal restraint or injunction preventing the consummation of the Merger and the absence of any law making the consummation of the
Merger illegal, in any case, by any court or governmental entity having jurisdiction over the parties to the Merger Agreement;
(v) the absence of certain legal proceedings brought by certain governmental entities relating to the Merger; (vi) the accuracy
of the Company’s representations and warranties, subject to specified materiality qualifications; (vii) the performance of
the Company’s obligations and covenants under the Merger Agreement in all material respects and (vii) the absence of a Material
Adverse Effect (as defined in the Merger Agreement). The transaction is not subject to a financing condition. The dates for the
closing the Merger and for the Company’s special meeting of stockholders to vote on the adoption of the Merger Agreement
have not yet been determined.
The Company has made customary representations
and warranties in the Merger Agreement and has agreed to customary covenants, including (i) to conduct the business and operations
of the Company and its subsidiaries, in all material respects, in the ordinary course and in accordance with past practices prior
to the consummation of the Merger and (ii) to not engage in certain specified transactions or activities prior to the consummation
of the Merger without Parent’s prior written consent. In addition, the Company has agreed (i) not to solicit, initiate, knowingly
encourage, or knowingly facilitate any alternative acquisition proposals or acquisition inquiries or take any action that could
reasonably be expected to lead to an acquisition proposal or acquisition inquiry; (ii) not to furnish or otherwise provide
access to any information regarding the Company or its subsidiaries to any person or entity in connection with or in response to
an acquisition proposal or acquisition inquiry; (iii) not to engage in discussions or negotiations with any person or entity
with respect to any acquisition proposal or acquisition inquiry; (iv) not to approve, endorse or recommend any acquisition
proposal; and (v) not to enter into any letter of intent, memorandum of understanding, agreement in principle or similar document
or any contract constituting or relating directly or indirectly to, or that contemplates or is intended or could reasonably be
expected to result directly or indirectly in, an acquisition transaction, subject to customary exceptions in the exercise of the
Board’s fiduciary duties. In addition, the Company has agreed to file a proxy statement and cause a special stockholders
meeting to be held regarding the adoption of the Merger Agreement; and subject to certain customary exceptions, that the Board
will unanimously recommend that the stockholders of the Company approve the adoption of the Merger Agreement and to not withdraw
or modify that recommendation.
The Merger Agreement contains customary
termination rights for the parties, including the right to terminate the Merger Agreement if the Merger has not been consummated
at or prior to 11:59 p.m. (California time) on August 20, 2020 (or, if so extended by either party in accordance with the terms
of the Merger Agreement, November 20, 2020) (the “End Date”). The Merger Agreement provides that the
Company will be required to pay Parent a termination fee of $15.76 million if the Merger Agreement is terminated under certain
circumstances, including by the Company to accept a Superior Offer (as defined in the Merger Agreement) and enter into a definitive
agreement providing for consummation of the transaction contemplated by such Superior Offer. The Merger Agreement also provides
that Parent will be required to pay to the Company a termination fee of $15.76 million if the Merger is not consummated due to
a failure to obtain CFIUS Approval prior to the End Date.
The foregoing description of the Merger
Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by, the full text
of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein
by reference. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the
Merger Agreement and as of specified dates, were solely for the benefit of the parties to the Merger Agreement, and may be subject
to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between
the parties in connection with the execution of the Merger Agreement. The representations and warranties have been made for the
purpose of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts,
and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the
actual state of facts or condition of the Company, Parent or Merger Sub. Moreover, information concerning the subject matter of
the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may
or may not be fully reflected in public disclosures.
Voting and Support Agreement
Concurrently with the execution and delivery
of the Merger Agreement, David Aaron, Seyed Attaran, Dermot Barry, Christopher Jodoin, Narbeh Derhacobian, Andrew Lovit, Ron Shelton,
Thomas Spade, Gideon Intrater, Raphael Mehrbians, Nelson Chan, Herve Fages, Francis Lee, Kevin Palatnik, and Susan Uthayakumar
(the “Supporting Stockholders”) entered into voting and support agreements with Parent (the “Support
Agreements”) with respect to all Shares beneficially owned by such Supporting Stockholders, and any additional Shares
and any other equity securities of the Company of which such Supporting Stockholders acquire record and/or beneficial ownership
after the date of the Support Agreements (the “Support Agreement Shares”). As of the date of the Support
Agreements, the Supporting Stockholders beneficially owned approximately 945,966 Shares (excluding Shares issuable pursuant to
the exercise or vesting of equity awards), which represent approximately 3.1% of the Company’s total issued and outstanding
Shares.
Pursuant to the Support Agreements, the
Supporting Stockholders have agreed to vote all of the Support Agreement Shares (i) in favor of the Merger, the adoption of
the Merger Agreement, each of the other actions contemplated by the Merger Agreement and any action in furtherance of any of the
foregoing; (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or
obligation of the Company in the Merger Agreement and (iii) against certain other specified actions, including any actions
that are intended to impede, interfere with, delay, postpone, discourage or adversely affect the Merger. Under each Support Agreement,
the applicable Supporting Stockholder has granted to Parent an irrevocable proxy to vote the Support Agreement Shares as provided
above.
Each Support Agreement will terminate upon
the earliest of: (i) the date on which the Merger Agreement is validly terminated in accordance with its terms; (ii) the
date on which the Merger becomes effective and (iii) the date upon which Parent and the applicable Supporting Stockholder
agrees to terminate such Support Agreement in writing.
The foregoing description of the Support
Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Support Agreement
(a form of which is attached as Exhibit 10.1 to this Current Report on Form 8-K), which is incorporated herein
by reference.
Item 8.01
Press Release
On February 20,
2020, the Company issued a press release announcing its entry into the Merger Agreement, a copy of which is attached as Exhibit
99.1 to this Current Report on Form 8-K.
Employee Letter
On February 20,
2020, Narbeh Derhacobian, President, Chief Executive Officer and Director of the Board of Directors of the Company sent an email
to employees of the Company, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Employee FAQ
On February 20, 2020, the Company sent
an email to its employees, a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K.
Forward-Looking Statements
This communication contains “forward-looking”
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, that involve risks and uncertainties. In some cases, you can identify these forward-looking statements
by the use of terms such as “expect,” “will,” “continue,” or similar expressions, and variations
or negatives of these words, but the absence of these words does not mean that a statement is not forward-looking. All statements
other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited
to: any statements regarding the expected timing of the completion of the transaction and the benefits of the transaction; the
ability of Parent and the Company to complete the proposed transaction considering the various conditions to the transaction, some
of which are outside the parties’ control, including those conditions related to regulatory approvals; any other statements
of expectation or belief; and any statements of assumptions underlying any of the foregoing. These forward-looking statements are
inherently uncertain, and are based on information available to the Company as of the date hereof and current expectations, forecasts,
estimates, and assumptions. A number of important factors and uncertainties could cause actual results or events to differ materially
from those described in these forward-looking statements, including without limitation: the failure to satisfy or waive any of
the conditions to the consummation of the proposed transaction, including the adoption of the Merger Agreement by the Company’s
stockholders and the receipt of certain governmental and regulatory approvals; matters arising in connection with the parties’
efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the proposed transaction;
the risk that the proposed transaction does not close when anticipated or at all; the effects of disruption from the transactions
contemplated by the Merger Agreement on the Company’s or Parent’s business and the fact that the announcement and pendency
of the transaction may make it more difficult to establish or maintain relationships with employees, suppliers and other business
partners; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;
the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or the proposed
transaction; unexpected costs, charges or expenses resulting from the proposed transaction; the occurrence of a Material Adverse
Effect (as defined in the Merger Agreement); and other risks that are described in the reports of the Company filed with the Securities
and Exchange Commission (the “SEC”), including but not limited to the risks described in the Company’s
Annual Report on Form 10-K for its fiscal year ended December 31, 2018, which was filed with the SEC on March 18, 2019, and the
Company’s Quarterly Reports on Form 10-Q, and that are otherwise described or updated from time to time in other filings
with the SEC. All forward-looking statements attributable to the Company, or persons acting on the Company’s behalf, are
expressly qualified in their entirety by this cautionary statement. Further, the Company disclaims any obligation to update the
information in this communication or to announce publicly the results of any revisions to any of the forward-looking statements
to reflect future events or developments, except as otherwise required by law. Readers are cautioned not to place undue reliance
on these forward-looking statements that speak only as of the date hereof.
Additional Information and Where
to Find It
In connection
with the proposed acquisition, the Company will file relevant materials with the SEC, including a preliminary and definitive proxy
statement. Promptly after filing the definitive proxy statement, the Company will mail the definitive proxy statement and a proxy
card to the stockholders of the Company. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES
TO THE PROPOSED TRANSACTION. Stockholders of the Company will be able to obtain a free copy of these documents, when they become
available, at the website maintained by the SEC at www.sec.gov or free of charge at www.adestotech.com.
Additionally,
the Company will file other relevant materials in connection with the proposed acquisition of the Company by Parent pursuant
to the terms of the Merger Agreement. The Company and its directors, executive officers and other members of its management
and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Company stockholders
in connection with the proposed acquisition. Stockholders of the Company may obtain more detailed information regarding the
names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by
reading the Company’s most recent Annual Report on Form 10-K, and the proxy statement for the Company’s 2019
annual meeting of stockholders, which was filed with the SEC on April 30, 2019. These documents are available free of charge
at the SEC’s web site at www.sec.gov or by going to the Company’s Investor Relations Website at
www.adestotech.com. Information concerning the interests of the Company’s participants in the solicitation, which may,
in some cases, be different than those of the Company’s stockholders generally, will be set forth in the definitive
proxy statement relating to the proposed transaction when it becomes available.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit
Number
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Description of Document
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2.1
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Agreement and Plan of Merger, dated as of February 20, 2020, by and among Adesto Technologies Corporation, Dialog Semiconductor plc and Azara Acquisition Corp.
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10.1
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Form of Voting and Support Agreement.
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99.1
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Press Release, dated February 20, 2020.
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99.2
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Employee Letter, dated February 20, 2020.
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99.3
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Employee FAQ, dated February 20, 2020.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ADESTO TECHNOLOGIES CORPORATION
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Date:
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February 20, 2020
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By:
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/s/ Ron Shelton
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Name: Ron Shelton
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Title: Chief Financial Officer
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