GIGPEAK, INC. (NYSEMKT:GIG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry into a Material Definitive Agreement.
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Merger Agreement
On February 13, 2017, GigPeak, Inc. (the Company) entered into an
Agreement and Plan of Merger (the Merger Agreement) with
Integrated Device Technology, Inc., a Delaware corporation
(Parent), and Parents wholly-owned subsidiary Glider Merger Sub,
Inc., a Delaware corporation (the Purchaser) to which the
Purchaser will commence a tender offer (the Offer) to acquire all
of the outstanding shares of common stock of the Company, par
value $0.001 per share, of the Company at a price per share of
$3.08 in cash (such amount, the Offer Price), for an overall
transaction value of approximately $250,000,000. Following the
consummation of the Offer, the Purchaser will merge with and into
the Company (the Merger), and all shares of the Company common
stock not acquired in the Offer (other than shares held by
holders who have properly exercised their appraisal rights under
Section 262 of the Delaware General Corporation Law) will convert
into the right to receive the Offer Price. The Company will
survive the Merger as a wholly-owned subsidiary of Parent. The
Merger Agreement includes customary representations, warranties
and covenants by the parties.
Agreement and Plan of Merger (the Merger Agreement) with
Integrated Device Technology, Inc., a Delaware corporation
(Parent), and Parents wholly-owned subsidiary Glider Merger Sub,
Inc., a Delaware corporation (the Purchaser) to which the
Purchaser will commence a tender offer (the Offer) to acquire all
of the outstanding shares of common stock of the Company, par
value $0.001 per share, of the Company at a price per share of
$3.08 in cash (such amount, the Offer Price), for an overall
transaction value of approximately $250,000,000. Following the
consummation of the Offer, the Purchaser will merge with and into
the Company (the Merger), and all shares of the Company common
stock not acquired in the Offer (other than shares held by
holders who have properly exercised their appraisal rights under
Section 262 of the Delaware General Corporation Law) will convert
into the right to receive the Offer Price. The Company will
survive the Merger as a wholly-owned subsidiary of Parent. The
Merger Agreement includes customary representations, warranties
and covenants by the parties.
Under the Merger Agreement the Purchaser is obligated to commence
the Offer within 15 business days after the date of the Merger
Agreement. The Offer will expire 20 business days after its
commencement, subject to extension in accordance with the terms
of the Merger Agreement.
the Offer within 15 business days after the date of the Merger
Agreement. The Offer will expire 20 business days after its
commencement, subject to extension in accordance with the terms
of the Merger Agreement.
The obligations of Parent and the Purchaser to accept for payment
and pay for the shares of the Companys common stock tendered in
the Offer and to complete the Merger are subject to customary
conditions including, among other things: (i) at least a majority
of the outstanding shares of the Company common stock plus all
shares of the Company common stock issuable to holders of Company
options from whom the Company has received notices of exercise
shall have been validly tendered in accordance with the terms of
the Offer and not properly withdrawn, (ii) the expiration or
termination of applicable waiting periods under antitrust laws in
the United States, (iii) the absence of injunctions or other
restraints prohibiting the transactions, (iv) the accuracy of
representations and warranties made by the Company in the Merger
Agreement, (v) compliance by the Company with its covenants in
the Merger Agreement and (vi) the absence of a material adverse
effect on the Company.
and pay for the shares of the Companys common stock tendered in
the Offer and to complete the Merger are subject to customary
conditions including, among other things: (i) at least a majority
of the outstanding shares of the Company common stock plus all
shares of the Company common stock issuable to holders of Company
options from whom the Company has received notices of exercise
shall have been validly tendered in accordance with the terms of
the Offer and not properly withdrawn, (ii) the expiration or
termination of applicable waiting periods under antitrust laws in
the United States, (iii) the absence of injunctions or other
restraints prohibiting the transactions, (iv) the accuracy of
representations and warranties made by the Company in the Merger
Agreement, (v) compliance by the Company with its covenants in
the Merger Agreement and (vi) the absence of a material adverse
effect on the Company.
Upon the occurrence of certain termination events, the Company
may be required to pay Parent a breakup fee and/or expense
reimbursement.
may be required to pay Parent a breakup fee and/or expense
reimbursement.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is
filed as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is
filed as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The Merger Agreement contains representations, warranties,
covenants and other terms, provisions and conditions that the
Company and Parent made to each other as of specific dates. The
assertions embodied therein were made solely for purposes of the
Merger Agreement, and may be subject to important qualifications
and limitations agreed to by the Company and Parent in connection
with negotiating their respective terms. Moreover, they may be
subject to a contractual standard of materiality that may be
different from what may be viewed as material to stockholders, or
may have been used for the purpose of allocating risk between the
Company and Parent rather than establishing matters as facts. For
the foregoing reasons, no person should rely on such
representations, warranties, covenants or other terms, provisions
or conditions as statements of factual information at the time
they were made or otherwise.
covenants and other terms, provisions and conditions that the
Company and Parent made to each other as of specific dates. The
assertions embodied therein were made solely for purposes of the
Merger Agreement, and may be subject to important qualifications
and limitations agreed to by the Company and Parent in connection
with negotiating their respective terms. Moreover, they may be
subject to a contractual standard of materiality that may be
different from what may be viewed as material to stockholders, or
may have been used for the purpose of allocating risk between the
Company and Parent rather than establishing matters as facts. For
the foregoing reasons, no person should rely on such
representations, warranties, covenants or other terms, provisions
or conditions as statements of factual information at the time
they were made or otherwise.
In connection with the Merger Agreement, the members of the Board
of Directors of the Company entered into a Tender and Support
Agreement (the Tender and Support Agreement) with Purchaser to
which the members of the Board of Directors have agreed to tender
their shares of Company common stock in the Offer and to support
the Merger and the other transactions contemplated by the Merger
Agreement. The obligations of the members of the Board of
Directors of the Company under the Tender and Support Agreement
are subject to customary conditions and limitation, including
that the Agreement does not restrict any director or officer of
the Company party thereto from exercising such director or
officers fiduciary duties.
of Directors of the Company entered into a Tender and Support
Agreement (the Tender and Support Agreement) with Purchaser to
which the members of the Board of Directors have agreed to tender
their shares of Company common stock in the Offer and to support
the Merger and the other transactions contemplated by the Merger
Agreement. The obligations of the members of the Board of
Directors of the Company under the Tender and Support Agreement
are subject to customary conditions and limitation, including
that the Agreement does not restrict any director or officer of
the Company party thereto from exercising such director or
officers fiduciary duties.
Amendment of Amended and Restated Rights Agreement
Effective as of February 10, 2017, and to action by the Board of
Directors of the Company adopted on February 10, 2017, the
Company and American Stock Transfer Trust Company, LLC, a New
York limited liability trust company, as Rights Agent (the Rights
Agent), entered into Amendment No. 1 to Amended and Restated
Rights Agreement (Amendment), which amends the Amended and
Restated Rights Agreement, dated as of December 16, 2014 (the
Rights Agreement). The purposes of the Amendment are to except
from the operation of the Rights Agreement the Merger Agreement,
the Offer, the Merger, and any and all other transactions
contemplated by the Merger Agreement (including the Tender and
Support Agreement) and to provide that the Rights Agreement shall
expire immediately prior to the time at which Purchaser accepts
shares tendered in the Offer.
Directors of the Company adopted on February 10, 2017, the
Company and American Stock Transfer Trust Company, LLC, a New
York limited liability trust company, as Rights Agent (the Rights
Agent), entered into Amendment No. 1 to Amended and Restated
Rights Agreement (Amendment), which amends the Amended and
Restated Rights Agreement, dated as of December 16, 2014 (the
Rights Agreement). The purposes of the Amendment are to except
from the operation of the Rights Agreement the Merger Agreement,
the Offer, the Merger, and any and all other transactions
contemplated by the Merger Agreement (including the Tender and
Support Agreement) and to provide that the Rights Agreement shall
expire immediately prior to the time at which Purchaser accepts
shares tendered in the Offer.
The description of the Amendment provided above does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Amendment, which has been filed as Exhibit
4.1 to this Current Report on Form 8-K and is incorporated herein
by reference. A copy of the Rights Agreement and a summary of its
material terms were filed by the Company on Form 8-A/A as filed
with the SEC on December 19, 2014.
to be complete and is qualified in its entirety by reference to
the full text of the Amendment, which has been filed as Exhibit
4.1 to this Current Report on Form 8-K and is incorporated herein
by reference. A copy of the Rights Agreement and a summary of its
material terms were filed by the Company on Form 8-A/A as filed
with the SEC on December 19, 2014.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Executive Officer Employment Agreements
On February 11, 2017, the Compensation Committee (the
Compensation Committee) of the Board of Directors (the Board) of
the Company approved the terms of certain agreements to be
entered into between Parent and each of Dr. Raluca Dinu and
Messrs. Andrea Betti-Berutto and Darren Ma (collectively, the
Post-Closing Employment Agreements) for the employment of such
individuals by Parent contingent upon the consummation of the
Merger. The Post-Closing Employment Agreements provide for
salary, signing bonuses, bonus plan eligibility, and retention
bonuses for each of Dr. Dinu and Messrs. Ma and Betti-Berutto, in
each case, in amounts specified therein.
Compensation Committee) of the Board of Directors (the Board) of
the Company approved the terms of certain agreements to be
entered into between Parent and each of Dr. Raluca Dinu and
Messrs. Andrea Betti-Berutto and Darren Ma (collectively, the
Post-Closing Employment Agreements) for the employment of such
individuals by Parent contingent upon the consummation of the
Merger. The Post-Closing Employment Agreements provide for
salary, signing bonuses, bonus plan eligibility, and retention
bonuses for each of Dr. Dinu and Messrs. Ma and Betti-Berutto, in
each case, in amounts specified therein.
The description of the Post-Closing Employment Agreements
provided above does not purport to be complete and is qualified
in its entirety by reference to the full text of the Post-Closing
Employment Agreements, which have been filed as Exhibits 10.1,
10.2 and 10.3 to this Current Report on Form 8-K and are
incorporated herein by reference.
provided above does not purport to be complete and is qualified
in its entirety by reference to the full text of the Post-Closing
Employment Agreements, which have been filed as Exhibits 10.1,
10.2 and 10.3 to this Current Report on Form 8-K and are
incorporated herein by reference.
Performance Bonus
On February 11, 2017, for the Companys performance during the
first fiscal quarter of 2017, the Compensation Committee approved
an award of a special one-time cash bonus to Dr. Avi Katz to be
paid on March 17, 2017 in accordance with the Companys normal
payroll practices and subject to normal employee tax withholding
in the amount of $700,000.
first fiscal quarter of 2017, the Compensation Committee approved
an award of a special one-time cash bonus to Dr. Avi Katz to be
paid on March 17, 2017 in accordance with the Companys normal
payroll practices and subject to normal employee tax withholding
in the amount of $700,000.
Amended and Restated Change in Control Bonus Plan
On February 11, 2017, the Compensation Committee approved the
Amended and Restated Change in Control Bonus Plan (the Bonus
Plan), which amends and restates the Companys Change in Control
Bonus Plan originally adopted on November 17, 2016 (the Original
Bonus Plan), and the Compensation Committee granted awards under
the Bonus Plan to various officers and employees of the Company.
The Bonus Plan sets forth the same terms and condition as the
Original Bonus Plan except that the maximum amount of payments
under the Bonus Plan is limited to $9,745,957 which amount is
less than would apply as a result of the consummation of the
Offer and the Merger in the absence of this amendment. The
Original Bonus Plan did not contain a limitation on the maximum
amount of payments.
Amended and Restated Change in Control Bonus Plan (the Bonus
Plan), which amends and restates the Companys Change in Control
Bonus Plan originally adopted on November 17, 2016 (the Original
Bonus Plan), and the Compensation Committee granted awards under
the Bonus Plan to various officers and employees of the Company.
The Bonus Plan sets forth the same terms and condition as the
Original Bonus Plan except that the maximum amount of payments
under the Bonus Plan is limited to $9,745,957 which amount is
less than would apply as a result of the consummation of the
Offer and the Merger in the absence of this amendment. The
Original Bonus Plan did not contain a limitation on the maximum
amount of payments.
In addition, the Compensation Committee granted awards under the
Bonus Plan to Drs. Katz and Dinu and Messrs. Betti-Berutto and Ma
as set forth below:
Bonus Plan to Drs. Katz and Dinu and Messrs. Betti-Berutto and Ma
as set forth below:
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Name
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Bonus Pool Percentage Allocation
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Dr. Avi S. Katz
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75%
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Dr. Raluca Dinu
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10%
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Andrea Betti-Berutto
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8%
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Darren Ma
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3%
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The description of the Bonus Plan provided above does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Bonus Plan, which has been filed as Exhibit
10.4 to this Current Report on Form 8-K and is incorporated
herein by reference and to the summary of the material terms of
the Original Bonus Plan as filed by the Company in its Current
Report on Form 8-K as filed with the SEC on November 23, 2016.
to be complete and is qualified in its entirety by reference to
the full text of the Bonus Plan, which has been filed as Exhibit
10.4 to this Current Report on Form 8-K and is incorporated
herein by reference and to the summary of the material terms of
the Original Bonus Plan as filed by the Company in its Current
Report on Form 8-K as filed with the SEC on November 23, 2016.
| Item 5.03. |
Amendment to Corporations Articles of Incorporation or
Bylaws; Change in Fiscal Year. |
In connection with the Merger Agreement, on February 11, 2017,
the Board of Directors approved an Amended and Restated
Certificate of Incorporation (the Post-Closing Certificate) and
Amended and Restated Bylaws for the Company (the Post-Closing
Bylaws) which, in each case, would become effective as of the
Effective Time (as defined in the Merger Agreement).
the Board of Directors approved an Amended and Restated
Certificate of Incorporation (the Post-Closing Certificate) and
Amended and Restated Bylaws for the Company (the Post-Closing
Bylaws) which, in each case, would become effective as of the
Effective Time (as defined in the Merger Agreement).
The description of the Post-Closing Certificate and the
Post-Closing Bylaws provided above does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Post-Closing Certificate, which has been filed
as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference, and to the Post-Closing Bylaws,
which has been filed as Exhibit 3.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
Post-Closing Bylaws provided above does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Post-Closing Certificate, which has been filed
as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference, and to the Post-Closing Bylaws,
which has been filed as Exhibit 3.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
| Item 8.01. |
Other Events.
|
On February 13, 2017, the Company and Parent issued a joint press
release announcing the Merger Agreement. A copy of that press
release is filed as Exhibit 99.1 to this Current Report on Form
8-K and incorporated herein by reference.
release announcing the Merger Agreement. A copy of that press
release is filed as Exhibit 99.1 to this Current Report on Form
8-K and incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit 2.1
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Agreement and Plan of Merger by and among the Company,
Integrated Device Technology, Inc. and Glider Merger Sub, Inc., dated as of February 13, 2017 |
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Exhibit 3.1
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Form of Amended and Restated Certificate of Incorporation
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Exhibit 3.2
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Form of Amended and Restated Bylaws
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Exhibit 4.1
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Amendment No. 1 to Amended and Restated Rights Agreement,
by and between the Company and American Stock Transfer Trust Company, LLC, dated as of February 10, 2017 |
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Exhibit 10.1
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Letter agreement by and between the Parent and Dr. Raluca
Dinu, dated as of February 7, 2017 |
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Exhibit 10.2
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Letter agreement by and between the Parent and Andrea
Betti-Berutto, dated as of February 7, 2017 |
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Exhibit 10.3
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Letter agreement by and between the Parent and Darren Ma,
dated as of February 7, 2017 |
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Exhibit 10.4
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Amended and Restated Change in Control Bonus Plan.
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Exhibit 99.1
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Press Release
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Additional Information
The Offer has not yet commenced. This Current Report on Form 8-K
is neither an offer to purchase nor a solicitation of an offer to
sell any securities. At the time the tender offer is commenced,
the Parent will file with the Securities and Exchange Commission
(SEC) a Tender Offer Statement on Schedule TO, and the Company
will file a Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the tender offer. Company stockholders and
other investors are strongly advised to read the tender offer
materials (including the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents that have
yet to be filed) and the Solicitation/Recommendation Statement
because they will contain important information that should be
read carefully before any decision is made with respect to the
tender offer. The Tender Offer Statement and the
Solicitation/Recommendation Statement will be available for free
at the SECs website at www.sec.gov. Free copies of these
materials and other tender offer documents will be made available
by the information agent for the tender offer.
is neither an offer to purchase nor a solicitation of an offer to
sell any securities. At the time the tender offer is commenced,
the Parent will file with the Securities and Exchange Commission
(SEC) a Tender Offer Statement on Schedule TO, and the Company
will file a Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the tender offer. Company stockholders and
other investors are strongly advised to read the tender offer
materials (including the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents that have
yet to be filed) and the Solicitation/Recommendation Statement
because they will contain important information that should be
read carefully before any decision is made with respect to the
tender offer. The Tender Offer Statement and the
Solicitation/Recommendation Statement will be available for free
at the SECs website at www.sec.gov. Free copies of these
materials and other tender offer documents will be made available
by the information agent for the tender offer.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, Parent and
the Company file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by the
parties at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference
room. The parties filings with the SEC are also available to the
public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
Transmittal and certain other tender offer documents, Parent and
the Company file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by the
parties at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the public reference
room. The parties filings with the SEC are also available to the
public from commercial document-retrieval services and at the
website maintained by the SEC at www.sec.gov.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements, including, but not limited to, statements related to
the anticipated consummation of the acquisition of the Company
and the timing and benefits thereof. These forward-looking
statements are based on the current expectations of the Company
and Parent and inherently involve significant risks and
uncertainties. Actual results and the timing of events could
differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which
include, without limitation, risks related to the ability of the
Company and Parent to complete the transaction on the proposed
terms and schedule; whether Parent or the Company will be able to
satisfy their respective closing conditions related to the
transaction; whether sufficient stockholders of the Company
tender their shares of common stock in the transaction; whether
the Parent will obtain financing for the transaction on the
expected timeline and terms; the outcome of legal proceedings
that may be instituted against the Company and/or others relating
to the transaction; the possibility that competing offers will be
made; risks associated with acquisitions, such as the risk that
the businesses will not be integrated successfully, that such
integration may be more difficult, time-consuming or costly than
expected or that the expected benefits of the transaction will
not occur; risks related to future opportunities and plans for
the acquired company and its products, including uncertainty of
the expected financial performance of the acquired company and
its products; disruption from the proposed transaction, making it
more difficult to conduct business as usual or maintain
relationships with customers, employees or suppliers;, as well as
other risks related to Parents and the Companys businesses
detailed from time-to-time under the caption Risk Factors and
elsewhere in Parents and the Companys respective SEC filings and
reports, including the Annual Report of the Company on Form 10-K
for the year ended December 31, 2015 and the Annual Report of
Parent on Form 10-K for the year ended April 3, 2016. The Parent
undertakes no duty or obligation to update any forward-looking
statements contained in this press release as a result of new
information, future events or changes in its expectations.
statements, including, but not limited to, statements related to
the anticipated consummation of the acquisition of the Company
and the timing and benefits thereof. These forward-looking
statements are based on the current expectations of the Company
and Parent and inherently involve significant risks and
uncertainties. Actual results and the timing of events could
differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which
include, without limitation, risks related to the ability of the
Company and Parent to complete the transaction on the proposed
terms and schedule; whether Parent or the Company will be able to
satisfy their respective closing conditions related to the
transaction; whether sufficient stockholders of the Company
tender their shares of common stock in the transaction; whether
the Parent will obtain financing for the transaction on the
expected timeline and terms; the outcome of legal proceedings
that may be instituted against the Company and/or others relating
to the transaction; the possibility that competing offers will be
made; risks associated with acquisitions, such as the risk that
the businesses will not be integrated successfully, that such
integration may be more difficult, time-consuming or costly than
expected or that the expected benefits of the transaction will
not occur; risks related to future opportunities and plans for
the acquired company and its products, including uncertainty of
the expected financial performance of the acquired company and
its products; disruption from the proposed transaction, making it
more difficult to conduct business as usual or maintain
relationships with customers, employees or suppliers;, as well as
other risks related to Parents and the Companys businesses
detailed from time-to-time under the caption Risk Factors and
elsewhere in Parents and the Companys respective SEC filings and
reports, including the Annual Report of the Company on Form 10-K
for the year ended December 31, 2015 and the Annual Report of
Parent on Form 10-K for the year ended April 3, 2016. The Parent
undertakes no duty or obligation to update any forward-looking
statements contained in this press release as a result of new
information, future events or changes in its expectations.
About GIGPEAK, INC. (NYSEMKT:GIG)
GigPeak, Inc., formerly GigOptix, Inc. is a semiconductor designer, developer and supplier of a range of analog, digital and mixed signal components to enable information streaming over the telecom networks, datacom infrastructure and consumer electronics links. The Company’s business is made up of two product lines: High-Speed Communications (HSC) product line and Industrial product line. The Company’s product portfolio provides solutions in markets, such as fiber-optics telecom, wireless backhaul, data communication and consumer electronics, mil-aero, instrumentation and medical equipment for applications, such as linecards and transponders, active optical cables and pluggables, point-to-point wireless radios, military electronic warfare systems, avionics electronics, global positioning system (GPS) systems and diverse medical equipment, such as ultrasound imaging, X-Ray, magnetic resonance imaging (MRI), computed tomography (CT) scan and defibrillators. GIGPEAK, INC. (NYSEMKT:GIG) Recent Trading Information
GIGPEAK, INC. (NYSEMKT:GIG) closed its last trading session up +0.19 at 2.71 with 1,903,182 shares trading hands.
