SUPPLEMENTAL DISCLOSURES
The Company believes that no further disclosure is required to supplement the Definitive Proxy Statement under applicable laws; however, to
avoid the risk that the litigations described in the Definitive Proxy Statement under the section entitled The MergerLitigation Related to the Merger may delay or otherwise adversely affect the consummation of the Merger and to
minimize the expense of defending such actions, the Company wishes to voluntarily make supplemental disclosures related to the Merger, all of which are set forth below, in response to certain of the allegations raised in the complaints described in
the Definitive Proxy Statement. This supplemental information should be read in conjunction with the Definitive Proxy Statement, which you are urged to read in its entirety. Nothing in this Supplement shall be deemed an admission of the legal
necessity or materiality of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the complaints described above that any additional disclosure was or is required. The information contained in this
Supplement is incorporated by reference into the Definitive Proxy Statement. To the extent that information in this Supplement differs from or updates information contained in the Definitive Proxy Statement, the information in this Supplement shall
supersede or supplement the information in the Definitive Proxy Statement. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Definitive Proxy Statement. Unless stated otherwise, new text
is bolded and italicized to highlight the supplemental information being provided to you.
(1) Supplement to The MergerBackground of
the Merger
Reference is made to the section of the proxy statement entitled Background of the
Merger beginning on page 35 of the proxy statement.
On page 39 of the proxy statement, the sentence which begins Following discussion,
the Board directed management is amended as follows:
Following discussion, the Board directed management to inform Renesas
that the Board did not believe that Renesass
non-binding
indication of interest was a sufficient price for an acquisition of the Company, but to begin exploratory discussions with Renesas in order to
determine if Renesas would increase its offer price, and further instructed Company management and J.P. Morgan to continue discussions with Party B to determine if Party B would further improve its business combination proposal, and authorized and
directed J.P. Morgan to contact three additional potential strategic acquirers (not including Party A, because Party A had recently been acquired by another Company and the Board determined that Party A was unlikely to be interested in an
acquisition of the Company at that time, Party B or Renesas) (herein referred to as Party C, Party D and Party E), selected by the Board following discussions with Company Management
and in consultation
with
J.P. Morgan on the basis of (1) the perceived probability of interest in engaging in discussions regarding a strategic transaction with the Company,
(2)
the perceived probability of interest
in acquiring the Company,
(3) the perceived financial capacity to engage in a strategic transaction with the Company at or above the Renesas
non-binding
indication of interest offer price, which
the Board also determined was at a higher price and on better terms than the best and final offer received from Party B, (4) the perceived anti-trust and foreign investment risks associated with engaging in a strategic transaction
with such parties,
and (5)
the perceived ability to execute the transaction.
(2) Supplement to
The MergerManagement Projections
Reference is made to the section of the proxy statement entitled Management
Projections beginning on page 47 of the proxy statement.
On page 51 of the proxy statement, the following is added as a new paragraph below
the Renesas Supplemental Management Projections table on page 51:
The model used to calculate the Party B
Supplemental Management Projections created for the June 6, 2018 meeting with Party B and the Renesas Supplemental Management Projections created for the July 10, 2018 meeting with Renesas, updates over time to
incorporate additional historical data as it becomes available. Accordingly, the difference between those two sets of projections was driven by the availability of additional historical data due to the passage of time that did not exist prior to the
June 6, 2018 meeting but did exist prior to the July 10, 2018 meeting, and as such was incorporated into the Renesas Supplemental Management Projections.