TOKYO and SAN JOSE, Calif., March
22, 2019 /PRNewswire/ -- Renesas Electronics
Corporation (TSE: 6723, "Renesas"), a premier supplier of advanced
semiconductor solutions, and Integrated Device Technology, Inc.
(NASDAQ: IDTI, "IDT"), a leading supplier of analog mixed-signal
products, including sensors, connectivity and wireless power, today
announced that they received notification by the Committee on
Foreign Investment in the United
States ("CFIUS") on March 22,
2019 PDT, March 23, 2019 JST,
that the investigation of the companies' proposed merger
transaction is complete and that there are no unresolved national
security concerns with respect to the transaction.
The approval by CFIUS was the last outstanding regulatory
authorization required to complete the transaction. Antitrust
clearance decisions have previously been obtained for the
transaction from antitrust authorities in China, Germany, Hungary, South
Korea and the United
States. IDT stockholders have previously voted to adopt the
merger agreement and approve the transaction at a special meeting
of stockholders held on January 15,
2019.
All necessary regulatory approvals for the acquisition have now
been received and the transaction is expected to complete on
March 29, 2019 PDT, March 30, 2019 JST, subject to customary closing
conditions.
About Renesas Electronics Corporation
Renesas
Electronics Corporation (TSE: 6723) delivers trusted embedded
design innovation with complete semiconductor solutions that enable
billions of connected, intelligent devices to enhance the way
people work and live. A global leader in microcontrollers, analog,
power, and SoC products, Renesas provides comprehensive solutions
for a broad range of automotive, industrial, home electronics,
office automation, and information communication technology
applications that help shape a limitless future. Learn more at
renesas.com.
About IDT
Integrated Device Technology, Inc. develops
system-level solutions that optimize its customers' applications.
IDT's market-leading products in RF, high performance timing,
memory interface, real-time interconnect, optical interconnect,
wireless power and smart sensors are among the company's broad
array of complete mixed-signal solutions for the communications,
computing, consumer, automotive and industrial segments.
Headquartered in San Jose, Calif.,
IDT has design, manufacturing, sales facilities and distribution
partners throughout the world. IDT stock is traded on the NASDAQ
Global Select Stock Market® under the symbol "IDTI." Additional
information about IDT can be found at www.IDT.com. Follow IDT on
Facebook, LinkedIn, Twitter, and YouTube.
Additional Information and Where to Find It
This
communication is being made in respect of the proposed transaction
involving IDT and Renesas. In connection with the proposed
transaction, IDT filed with the Securities and Exchange Commission
("SEC") and mailed or otherwise provided to its stockholders a
proxy statement regarding the proposed transaction. IDT may also
file other documents with the SEC regarding the proposed
transaction. This communication is not a substitute for the proxy
statement or any other document that may be filed by IDT with the
SEC. BEFORE MAKING ANY VOTING DECISION, IDT'S STOCKHOLDERS ARE
URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS FILED BY IDT WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE THEREIN BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Investors and stockholders
may obtain a free copy of the proxy statement and other documents
IDT files with the SEC (when available) through the website
maintained by the SEC at www.sec.gov. IDT makes available free of
charge at www.idt.com (in the "Investors" section), copies of
materials it files with, or furnishes to, the SEC.
Participants in the Solicitation
IDT and its directors, executive officers and certain employees
and other persons may be deemed to be participants in the
solicitation of proxies from IDT's stockholders in connection with
the proposed transaction. Security holders may obtain information
regarding the names, affiliations and interests of IDT's directors
and executive officers in IDT's Annual Report on Form 10-K for the
fiscal year ended April 1, 2018,
which was filed with the SEC on May 18,
2018, and its definitive proxy statement for the 2018 annual
meeting of stockholders, which was filed with the SEC on
July 30, 2018. Additional information
regarding the interests of such individuals in the proposed
transaction will be included in the proxy statement relating to the
proposed transaction when it is filed with the SEC. These documents
(when available) may be obtained free of charge from the SEC's
website at www.sec.gov and IDT's website at www.idt.com
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, IDT's 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 IDT's 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 adoption of the merger agreement by the stockholders
of IDT and 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 IDT's 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 management's attention
from IDT's 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 IDT's filings with the SEC, 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.
Media
Contacts
Renesas Electronics Corporation
Kyoko Okamoto
+81 3-6773-3001
pr@renesas.com
Integrated Device Technology, Inc.
Krista Pavlakos
Director, Demand Creation & Communications
Phone: (408) 574-6640
Email: Krista.Pavlakos@idt.com
Investor Contacts
Renesas Electronics Corporation
Hirokazu Kato
+81 3-6773-3002
ir@renesas.com
Integrated Device Technology, Inc.
Krishna Shankar
Head of Investor Relations
408-574-6995
ir@idt.com
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SOURCE Integrated Device Technology, Inc.