Exar Corporation (NYSE:EXAR) Files An 8-K Completion of Acquisition or Disposition of Assets

Exar Corporation (NYSE:EXAR) Files An 8-K Completion of Acquisition or Disposition of Assets

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Item2.01.

Completion of Acquisition or Disposition of
Assets.

As previously disclosed, on March28, 2017, Exar Corporation
(Exar) entered into an Agreement and Plan of Merger (the Merger
Agreement) with MaxLinear, Inc., a Delaware corporation
(MaxLinear), and Eagle Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of MaxLinear
(Purchaser).

to the Merger Agreement, Purchaser commenced a tender offer (the
Offer) to purchase all of the outstanding shares of common stock
of Exar, par value $0.0001 per share (the Shares), at a price of
$13.00 per share (the Offer Price), without interest thereon, net
to the seller in cash, and subject to reduction for any
applicable U.S. federal withholding, back-up withholding or other
applicable tax withholdings, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April13,
2017 (as amended or supplemented from time to time), and in the
related Letter of Transmittal (as amended or supplemented from
time to time).

The Offer expired at midnight (Eastern time) on May11, 2017 (the
Expiration Time). The depositary and paying agent for the Offer
advised that, as of the Expiration Time, a total of 44,385,399
Shares had been validly tendered and not properly withdrawn to
the Offer, which tendered Shares represented approximately 85.4%
of the outstanding Shares as of the Expiration Time. Purchaser
accepted for exchange all such Shares validly tendered and not
properly withdrawn to the Offer.

On May12, 2017, to the terms and conditions of the Merger
Agreement, MaxLinear completed its acquisition of Exar when
Purchaser merged with and into Exar (the Merger), with Exar
continuing as the surviving corporation (the Surviving
Corporation) in the Merger and a wholly-owned subsidiary of
Parent.

The Merger was governed by Section251(h) of the Delaware General
Corporation Law (the DGCL), with no stockholder vote required to
consummate the Merger. At the effective time of the Merger (the
Effective Time), each Share (other than Shares owned by
MaxLinear, any subsidiary of MaxLinear or Exar, or held in
treasury by Exar, or Shares held by stockholders who properly and
validly exercised their statutory rights of appraisal in respect
of such Shares in accordance with Section262 of the DGCL if
certain other conditions and statutory requirements described
therein are met (Dissenting Shares), which were canceled and
extinguished) was converted into the right to receive the Offer
Price.

The Offer Price and related costs and expenses were funded from
(i)available cash on hand, (ii)cash on hand at Exar and
(iii)third-party debt financing provided to that certain Credit
Agreement, dated as of May12, 2017, by and among MaxLinear, the
lenders from time to time party thereto and JPMorgan Chase Bank,
N.A., as administrative agent and collateral agent.

The foregoing descriptions of the Offer, the Merger and the
Merger Agreement in this Item2.01 of this Current Report on
Form8-K do not purport to be complete and are subject to and
qualified in their entirety by reference to the full text of the
Merger Agreement, a copy of which was filed as Exhibit2.1 to
Exars Current Report on Form8-K, filed with the U.S. Securities
and Exchange Commission (the SEC) on March29, 2017 and
incorporated herein by reference.

Item3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

Prior to the market opening on May12, 2017, as a result of the
transactions described in Item2.01 of this Current Report on
Form8-K, which are incorporated herein by reference, Exar
(i)notified The New York Stock Exchange (the NYSE) of the
consummation of the Merger and (ii)requested that the NYSE file a
Form 25 Notification of Removal from Listing and/or Registration
to delist and deregister the Shares under Section12(b) of the
Securities Exchange Act of 1934, as amended (the Exchange Act).
The Shares will have ceased trading on the NYSE immediately prior
to opening of trading on May12, 2017. Exar also intends to file
with the SEC a Form 15 requesting the deregistration of the
Shares and the suspension of reporting obligations under Sections
13 and 15(d) of the Exchange Act.

Item3.03. Material Modification to Rights of Security
Holders.

As a result of the Merger, each Share that was issued and
outstanding immediately prior to the Effective Time (other than
Shares owned by MaxLinear, any subsidiary of MaxLinear or Exar,
or held in treasury by Exar, or Dissenting Shares, which were
canceled and extinguished) was converted, at the Effective Time,
into the right to receive the Offer Price. Accordingly, at the
Effective Time, the holders of such Shares ceased to have any
rights as stockholders of Exar, other than the right to receive
the Offer Price.

The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of
this Current Report on Form 8-K is incorporated by reference into
this Item3.03.

Item5.01. Changes in Control of Registrant.

As a result of Purchasers acceptance for payment of all Shares
that were validly tendered and not properly withdrawn in
accordance with the terms of the Offer, a change in control of
Exar occurred. Upon the Effective Time, Purchaser merged with and
into Exar, with Exar continuing as the Surviving Corporation and
a wholly-owned subsidiary of MaxLinear.

The information set forth in Item2.01 and Item5.03 of this
Current Report on Form8-K is incorporated by reference into this
Item5.01.

Item5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

In accordance with the Merger Agreement, as of the Effective
Time, each of Gary Meyers, Behrooz Abdi, Izak Bencuya, Ryan
Benton, Pierre Guilbault, Brian Hilton and Jeffrey Jacobowitz
(collectively, the Former Directors) ceased serving as members of
the board of directors of Exar and, in connection therewith, the
Former Directors also ceased serving on any committees of which
such Former Directors were members.

Item5.03. Amendments to Certificate of Incorporation or Bylaws;
Change in Fiscal Year.

At the Effective Time, (a)the certificate of incorporation of
Exar was amended and restated in its entirety to read identically
to the certificate of incorporation of Purchaser, as in effect
immediately prior to the Effective Time, and such amended and
restated certificate of incorporation became the certificate of
incorporation of the Surviving Corporation, except that the name
of the Surviving Corporation is Exar Corporation and (b)the
bylaws of Purchaser, as in effect immediately prior to the
Effective Time, became the bylaws of the Surviving Corporation.

Copies of the amended and restated certificate of incorporation
and Bylaws of the Surviving Company are attached as Exhibit 3.1
and Exhibit 3.2 respectively, to this Current Report on Form 8-K
and are incorporated by reference into this Item5.03.

Item9.01 Financial Statements and Exhibits

Exhibits

Item No.

Description

2.1 Agreement and Plan of Merger, dated as of March28, 2017,
among Exar Corporation, MaxLinear, Inc. and Eagle Acquisition
Corporation (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by Exar Corporation on March
29, 2017).*
3.1 Amended and Restated Certificate of Incorporation of Exar
Corporation.
3.2 Bylaws of Exar Corporation.
* Schedules have been omitted to Item 601(b)(2) of Regulation
S-K. Exar agrees to furnish to the U.S. Securities and
Exchange Commission a copy of any omitted schedule upon
request.

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.

EXAR CORPORATION
Date: May12, 2017 By: /s/ Kishore Seendripu
Kishore Seendripu, Ph.D.
President and Chief Executive Officer

EXHIBIT INDEX

Item No.

Description

2.1 Agreement and Plan of Merger, dated as of March28, 2017,
among Exar Corporation, MaxLinear, Inc. and Eagle Acquisition
Corporation (incorporated by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by Exar Corporation on March
29, 2017).*
3.1 Amended and Restated Certificate of Incorporation of Exar
Corporation.
3.2 Bylaws of Exar Corporation.
* Schedules have been omitted


About Exar Corporation (NYSE:EXAR)

Exar Corporation (Exar) designs, develops and markets analog mixed-signal integrated circuits (ICs) and sub-system solutions. The Company’s products are deployed in a range of applications, such as industrial, instrumentation and medical equipment, networking and telecommunication systems, servers, enterprise storage systems, flat panel displays, light emitting diode (LED) lighting solutions, set top boxes and digital video recorders. Exar’s product portfolio includes connectivity, power management, high performance analog, communications, processors, flat panel display and LED lighting. The Company designs and develops amplifiers and data converters that support a range of signal path and conditioning needs of networking, industrial control and embedded applications. The Company markets its products to three primary markets, such as industrial and embedded systems, consumer and infrastructure.

Exar Corporation (NYSE:EXAR) Recent Trading Information

Exar Corporation (NYSE:EXAR) closed its last trading session 00.00 at 12.99 with 658,178 shares trading hands.

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