Current Report Filing (8-k)
December 21 2018 - 6:14AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 21, 2018
INTEGRATED
DEVICE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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00-12695
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94-2669985
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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6024 Silver Creek Valley Road
San Jose, California
(Address of principal executive offices)
95138
(Zip Code)
(408) 284-8200
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
Emerging growth company ☐
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. ☐
On December 19, 2018, Integrated Device Technology, Inc., a Delaware corporation (IDT), and Renesas Electronics Corporation, a Japanese
corporation (Renesas), received clearance from the State Administration for Market Regulation of the Peoples Republic of China (SAMR) of the previously announced Agreement and Plan of Merger dated September 10,
2018, by and between IDT and Renesas, pursuant to which IDT will merge with and into Chapter Two Company, a Delaware Corporation and a wholly-owned subsidiary of Renesas, with IDT surviving as a wholly-owned subsidiary of Renesas (the
Merger).
The two companies have now received regulatory antitrust approval for the deal from China, Germany, Hungary, and Korea. In addition,
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed acquisition expired at 11:59 p.m., Eastern time, on October 22, 2018.
The Committee on Foreign Investment in the United States (CFIUS) review regarding national security concerns relating to the deal is underway and the initial
45-day
review period will conclude by January 2, 2019. The review relating to International Traffic in Arms Regulation (ITAR) for the deal is underway and will conclude by January 6, 2019.
The transaction remains subject to customary closing conditions, all remaining regulatory approvals, and approval by IDTs shareholders at the special
meeting scheduled on January 15, 2019 PST.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: December 21, 2018
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INTEGRATED DEVICE TECHNOLOGY, INC.
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By:
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/s/ Brian C. White
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Name:
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Brian C. White
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Title:
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Senior Vice President and Chief Financial Officer
(duly authorized officer)
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Integrated Device Technology, Inc. (NASDAQ:IDTI)
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