- Written communication by the subject company relating to a third party tender offer (SC14D9C)
March 26 2010 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION
STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Techwell, Inc.
(Name
of Subject Company)
Techwell, Inc.
(Name
of Persons Filing Statement)
Common
Stock, $0.001 par value
Series A
Participating Preferred Stock Purchase Rights
(Title
of Class of Securities)
87874D 10 1
(CUSIP
Number of Class of Securities)
Fumihiro Kozato
President and Chief Executive Officer
Techwell, Inc.
408 E. Plumeria Drive, San Jose,
California 95134
(408)
435-3888
(Name, Address, and Telephone Number of Person
Authorized
to Receive Notices and Communications on Behalf of the Persons Filing
Statement)
With a
copy to:
Jorge A.
del Calvo, Esq.
James J.
Masetti, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2475 Hanover Street
Palo Alto, CA 94304
(650)
233-4500
x
Check the box if the
filing relates solely to preliminary communications made before the
commencement of a tender offer.
This Schedule 14D-9 filing consists of the following documents relating
to the proposed acquisition of Techwell, Inc. (the "Company") by
Intersil Corporation ("Intersil") pursuant to the terms of an
Agreement and Plan of Merger dated as of March 22, 2010 by and among the
Company, Intersil and Navajo Merger Sub, Inc.: (i) a letter to Company
customers from the CEO of the Company and (ii) frequently asked questions for
Company customers.
TO:
|
Our Valued Customers, Sales Representatives and
Distributors
|
|
|
FROM:
|
Techwell, Inc.
|
|
|
DATE:
|
March 25, 2010
|
|
|
SUBJ:
|
Pending Acquisition of Techwell, Inc. by Intersil
Corporation
|
Dear
Customer,
On
March 22, 2010, Intersil Corporation announced the signing of a definitive
merger agreement providing for the acquisition of Techwell, Inc. by
Intersil. Under the terms of the agreement, Intersil will make a cash tender
offer to acquire all of the issued and outstanding shares of our common
stock. This transaction has been
approved by our board of directors. We are excited about the potential benefits
of this announcement and expect the transaction to close as early as the second
quarter of 2010.
This
merger supports our ongoing commitment to becoming a technologically broader
and operationally stronger company. This
will allow us to better support our customers overall product, design and
efficiency needs and will help us deliver a much broader product offering in
our end markets. Intersils customer
relationships will create numerous new opportunities for the combined company.
Operationally,
it will be business as usual for customers of both companies. We remain
committed to providing you with outstanding customer service, advanced
technology solutions, and world-class quality and products. We look forward to
a long and mutually beneficial relationship.
We
have included a list of frequently asked questions below. If you have any questions or concerns, please
contact your local Techwell sales representative.
Best
regards,
Hiro
Kozato
Chief
Executive Officer
FAQ FOR CUSTOMERS
Q.
Who is Intersil Corporation?
Intersil
Corporation (NASDAQ: ISIL) is a leader in the design and manufacture of
high-performance analog and mixed signal semiconductors. Intersils products
address some of the industrys fastest growing markets, such as flat panel
displays, cell phones, notebooks and other handheld systems. Intersils product
families address power management functions and analog signal processing
functions. Intersil products include ICs for battery management, hot-plug
controllers, linear regulators, power sequencers, supervisory ICs, bridge
drivers, PWM controllers, switching DC/DC regulators, Zilker Labs Digital Power
ICs and power MOSFET drivers; optical storage laser diode drivers; DSL line
drivers; D2Audio products; video and high-performance operational amplifiers;
high-speed data converters; interface ICs; analog switches and multiplexers;
crosspoint switches; voice-over-IP devices; and ICs for military, space and
radiation-hardened applications. For more information about Intersil, visit the
Intersils web site at www.intersil.com.
Q.
Why the Intersil-Techwell
combination?
It
brings together two highly capable organizations. Together, the companies will
be able to capitalize on the strengths each organization has in product
offerings and distribution.
Intersil
and Techwell have a shared vision to be recognized as a leader in high
performance analog and to be the best analog and mixed signal semiconductor
solution company in the world.
Q.
How is this deal structured?
It
is an all-cash transaction.
Q.
What is the value of this deal?
Under
the terms of the agreement, Intersil will make a cash tender offer of $18.50
per share for all outstanding shares of Techwell common stock. Net of Techwells cash and equivalents, the
transaction values Techwell at approximately $370 million.
Q.
Who will make up the management
team of the combined organization and what are their roles?
David
Bell, Intersils President, Chief Executive Officer and Director, will continue
in such roles at Intersil. The rest of the management team will be formed as
the transition team goes through its work during the closing period. Both
management teams are committed to growing and strengthening customer
relationships for the combined entity.
Q.
Will this transaction require
shareholder approval?
No
but the holders of more than 50% of outstanding Techwell shares must tender
their shares in the tender offer.
Q.
When do you expect the transaction
to close?
We
are assuming a typical process for the acquisition of a U.S. public company.
Intersil will commence the tender offer once it files with the SEC the
necessary documentation. We also need to receive Hart-Scott-Rodino (HSR)
clearance, which is antitrust clearance in the United States. Assuming that all
of this concludes without delays, we could close the transaction in the second
calendar quarter of 2010.
Q.
How does this deal affect current
Techwell customers?
Until
this transaction closes, nothing changes in terms of dealings with Techwell.
Upon closing, Intersil believes Techwells customers will quickly see the
benefits of dealing with a company that has a strong customer base and wide
product offering.
Q.
How do customers benefit from this
deal?
The
combination of the two companies creates a larger, stronger organization with a
wider global presence to better meet the growing requirements of our customers.
In addition, Techwells customers will have the benefit of being supported by
an operationally stronger company.
Q.
Who will call on me now?
Your
existing relationship will not change between now and when the transaction
closes. You will be advised should any changes occur after the close of the
transaction.
Q.
As these two companies combine will
we see a negative impact on product development efforts?
No. The
plan would be to leverage the technology and innovation that both companies
bring to the combined entity.
Q.
What happens to my current
agreement?
Current
agreements remain intact and will transfer to Intersil.
Q.
Can I demand a new agreement given
this wholesale change of ownership?
No. Change
of ownership does not alter the terms of the agreement.
Q.
What is the future of the Techwell
product lines?
After
the close of the transaction, Intersil will share future product direction and
focus. Intersil currently intends to add
Techwells mixed signal video products to its product lines to help its
customers build solutions that improve performance, reduce overall cost and
shorten time-to-market.
Q.
Will the price of Techwells
products increase?
Techwell
always maintains the right to change its product prices, but we do not
anticipate an increase in the price of Techwells products solely as a result
of the merger.
Q.
What, if any, is the product
overlap between Intersil and Techwells product lines?
The
transaction is largely complementary in nature and both companies participate
in the mixed signal semiconductor marketplace.
Securities Law Disclosure and Additional Information
The
tender offer for the outstanding shares of common stock of Techwell has not yet
commenced. No statement in this document is an offer to purchase or a
solicitation of an offer to sell securities. At the time the tender offer is
commenced, Intersil Corporation and an indirect wholly-owned subsidiary of
Intersil Corporation will file a tender offer statement on Schedule TO with the
Securities and Exchange Commission, and Techwell will file a
solicitation/recommendation statement on Schedule 14D-9 with respect to the
tender offer. Any offers to purchase or solicitations of offers to sell will be
made only pursuant to such tender offer statement. The tender offer statement
(including an offer to purchase, a related letter of transmittal and other
offer documents) and the related solicitation/recommendation statement will
contain important information, including the various terms of, and conditions
to, the tender offer, that should be read carefully by Techwells stockholders
before they make any decision with respect to the tender offer. Such materials,
when prepared and ready for release, will be made available to Techwells
stockholders at no expense to them. In addition, at such time such materials
(and all other offer documents filed with the SEC) will be available at no
charge on the SECs Web site: www.sec.gov.
###
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