The Three Leading Independent Proxy Advisory Firms Agree Centillium Merger With TranSwitch is in the Best Interest of Stockholde
October 13 2008 - 7:45AM
PR Newswire (US)
Company Urges Shareholders to Vote Promptly FREMONT, Calif., Oct.
13 /PRNewswire-FirstCall/ -- Centillium Communications, Inc.
(NASDAQ:CTLM), a leading provider of highly innovative
communications processing technology, today announced that the
nation's leading independent proxy advisory firms, RiskMetrics,
Glass Lewis & Co. and PROXY Governance, Inc., have concluded
that the merger with TranSwitch Corporation (NASDAQ:TXCC) is in the
best interest of Centillium stockholders and recommended that
Centillium's stockholders vote for the transaction. The Special
Meeting of stockholders to approve the merger is scheduled for
Friday, Oct. 24, 2008 at 9:00 a.m. Pacific time at Centillium's
headquarters at 255 Fourier Ave. in Fremont, CA. Stockholders of
record as of the close of business on Aug. 25, 2008, will be
entitled to vote at the special meeting. In its report recommending
the merger with TranSwitch, RiskMetrics concluded, "Based on our
review of the terms of the transaction and the factors described
above, in particular the reasonable premium and strategic process,
we believe that the merger agreement warrants shareholder support."
Glass Lewis & Co noted that, "The board conducted an extensive
strategic review and held discussions with multiple interested
parties. The proposed consideration is financially fair relative to
similar precedent transactions, the equity premium is significant,
and shareholders will hold an interest in the enlarged company
which has greater growth opportunities relative to Centillium on a
stand-alone basis." PROXY Governance concluded that, "shareholders
would be best served by supporting this proposal" and in doing so
recognized that, " ... .the offer itself represented a significant
premium to pre-announcement trading prices, the market responded
strongly to the initial news of the deal, and no additional bidders
have emerged in the three moths since the deal was announced." "We
are very pleased that all three leading independent proxy advisors
endorse our proposed merger with TranSwitch," said Faraj Aalaei,
co-founder and CEO of Centillium. "Their united front confirms our
conviction that the merger offers the best value to Centillium
stockholders and that all stockholders should vote FOR the merger."
If any stockholders have questions or need assistance in voting
their shares, they are encouraged to call the company's proxy
solicitor, MacKenzie Partners, at 800-322-2885. Consummation of the
proposed merger will require, among other conditions, the
affirmative vote of a majority of Centillium shares outstanding.
Assuming all other closing conditions are satisfied, the merger is
expected to close soon after the required vote is obtained. About
Centillium Communications, Inc. Centillium Communications, Inc.
(NASDAQ:CTLM) delivers highly innovative communications processing
technology for global systems vendors targeting service provider,
enterprise and consumer markets. Centillium's high performance
Systems-on-Chip (SoC) products power leading edge optical,
Voice-over-Internet Protocol (VoIP), security and data systems
requiring top quality, highly integrated, very low power processing
solutions that help minimize the energy footprint of communications
networks. With a long heritage of technology leadership and
first-to-market product development, Centillium provides
semiconductor solutions that keep customers and end users at the
forefront of the communications evolution. Centillium is a global
company with headquarters in Fremont, CA. Additional information is
available at http://www.centillium.com/. Important Information for
Investors and Stockholders TranSwitch has filed a SEC Registration
Statement on Form S-4 (File No. 333-153148), as amended, and
Centillium has mailed a definitive Proxy Statement/Prospectus to
its stockholders concerning the proposed merger of Centillium with
a subsidiary of TranSwitch. TRANSWITCH AND CENTILLIUM URGE
INVESTORS AND STOCKHOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS FILED BY EITHER PARTY WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
stockholders may obtain the proxy statement/prospectus and other
documents filed with the SEC free of charge at the website
maintained by the SEC at http://www.sec.gov/. In addition,
documents filed with the SEC by TranSwitch will be available free
of charge on the investor relations portion of the TranSwitch
website at http://www.transwitch.com/. Documents filed with the SEC
by Centillium will be available free of charge on the investor
relations portion of the Centillium website at
http://www.centillium.com/. Participants in the Solicitation This
communication is not a solicitation of a proxy from any security
holder of Centillium. However, Centillium, and certain of its
directors and executive officers, may be deemed participants in the
solicitation of proxies from the stockholders of Centillium in
connection with the merger. The names of Centillium's directors and
executive officers and a description of their interests in
Centillium (including their ownership of Centillium stock) are set
forth in the proxy statement for Centillium's 2008 annual meeting
of stockholders, which was filed with the SEC on April 29, 2008.
Investors and stockholders can obtain more detailed information
regarding the direct and indirect interests of Centillium's
directors and executive officers in the merger by reading the
definitive proxy statement/prospectus. Disclaimer Regarding
Forward-Looking Statements This communication contains
forward-looking statements, including statements about the
anticipated timing of the special meeting of Centillium
stockholders, the anticipated timing of the completion of the
proposed merger involving Centillium and TranSwitch, the value
anticipated to be realized from the merger, and other statements
that are not historical facts. Investors and other readers are
cautioned that any forward-looking information is not a guarantee
of future results and that actual results could differ materially
from those contained in the forward-looking information due to
various risks and uncertainties. These include risks and
uncertainties relating to: Centillium's and TranSwitch's potential
inability to complete the merger because the conditions to the
closing of the merger may not be satisfied; the possibility that
the stockholder meeting will be postponed; and the risk that the
closing will be otherwise delayed. The risks included above are not
exhaustive. The annual reports on Form 10-K, the quarterly reports
on Form 10-Q, current reports on Form 8-K, any amendments thereto,
and other documents TranSwitch and Centillium have filed and will
file with the SEC contain additional factors that could impact each
company's business and performance and the combined company's
performance after the consummation of the merger. TranSwitch and
Centillium expressly disclaim any obligation or undertaking to
release publicly any updates or revisions to any such statements to
reflect any change in expectations or any change in events,
conditions or circumstances on which any such statement is based.
Centillium Communications and the Centillium Logo are trademarks of
Centillium Communications, Inc. in the United States and certain
other countries. All rights reserved. DATASOURCE: Centillium
Communications, Inc. CONTACT: Hassan Parsa, Vice President,
Business Development of Centillium Communications, Inc.,
+1-510-771-3624, ; or Christina L. Carrabino of CLC Communications,
Inc., +1-415-929-9307, , for Centillium Communications, Inc. Web
site: http://www.centillium.com/ http://www.transwitch.com/
Copyright
Centillium Communications (NASDAQ:CTLM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Centillium Communications (NASDAQ:CTLM)
Historical Stock Chart
From Jul 2023 to Jul 2024