Integrated Device Technology, Inc. (IDT) is providing an update on certain regulatory reviews related to the pending acquisition of IDT by Renesas
Electronics Corporation (Renesas).
Previously, IDT reported that the Committee on Foreign Investment in the United States (CFIUS)
review regarding national security concerns relating to the transaction was underway and the initial
45-day
review period would conclude by January 2, 2019. However, due to the U.S. government shutdown
that commenced in December 2018 and ended January 25, 2019, the review period was tolled pursuant to section 1709 of the Foreign Investment Risk Review Modernization Act of 2018. The initial
45-day
CFIUS
review period is now expected to conclude by February 5, 2019. The review relating to International Traffic in Arms Regulation (ITAR) for the transaction has concluded.
The transaction is currently expected to close in February 2019, subject to all remaining regulatory approvals, shareholder approvals and customary closing
conditions.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain information which may constitute 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 (the Exchange Act). These statements relate to future events that are based on current expectations, estimates, forecasts and projections. These
statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. All statements other than statements of historical fact or
relating to present facts or current conditions included in this communication are forward-looking statements. Such forward-looking statements include, among others, IDTs current expectations and projections relating to its financial
condition, results of operations, plans, objectives, future performance and business. Forward-looking statements can usually be identified by the use of terminology such as anticipate, believe, could,
continue, estimate, expect, goals, intend, likely, may, might, plan, project, seek, should,
target, will, would, and variations of such words and similar expressions.
Those risks, uncertainties and assumptions
include, (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect IDTs business and the price of the common stock of IDT, (ii) the failure to satisfy any of the
conditions to the consummation of the proposed transaction, including the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the
merger agreement, (iv) the effect of the announcement or pendency of the proposed transaction on IDTs business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans
and operations and the potential difficulties in employee retention as a result of the proposed transaction, (vi) risks related to diverting managements attention from IDTs ongoing business operations (vii) the outcome of any
legal proceedings that may be instituted against us related to the merger agreement or the proposed transaction; (viii) unexpected costs, charges or expenses resulting from the proposed transaction; and (ix) other risks described in
IDTs filings with the Securities and Exchange Commission, such as its Quarterly Reports on
Form 10-Q
and Annual Reports on
Form 10-K.
Any forward-looking statement made in this communication speaks only as of the date on which it is made. You should not put undue reliance on any
forward-looking statements. IDT undertakes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise, except as may be required by law. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other
forward-looking statements.