Integrated Device Technology, Inc. (NASDAQ:IDTI) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Agreement and Plan of Merger

On February13, 2017, Integrated Device Technology, Inc., a
Delaware corporation (IDT), Glider
Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of IDT (Purchaser), and
GigPeak, Inc., a Delaware corporation
(GigPeak), entered into a definitive
Agreement and Plan of Merger (the Merger
Agreement), to which the Purchaser, will commence a
tender offer (the Offer) to acquire all
of the outstanding shares of GigPeaks common stock, par value
$0.001 per share (the Shares), at a
price of $3.08 per share in cash (the Offer
Price), without interest and subject to any
applicable withholding taxes, on the terms and subject to the
conditions set forth in the Merger Agreement.

The Purchaser will commence the Offer as promptly as reasonably
practicable (and in any event within fifteen (15)business days
from the date of the Merger Agreement). The Offer will expire at
midnight (New York City time) at the end of the day on the date
that is twenty (20)business days (calculated in accordance with
Rule 14d-1(g)(3) under the Exchange Act) following the
commencement of the Offer, unless extended in accordance with the
terms of the Merger Agreement, including as required by the
applicable rules and regulations of the United States Securities
and Exchange Commission. Completion of the Offer is subject to
several conditions, including: (i)there being validly tendered in
the Offer and not properly withdrawn that number of Shares which,
together with the number of Shares (if any) then owned by IDT or
any of its wholly-owned subsidiaries represents at least a
majority of the Shares then outstanding (determined on a
fully-diluted basis) and no less than a majority of the voting
power of the Shares then outstanding Shares (determined on a
fully diluted basis);(ii) the expiration or early termination of
any applicable waiting period or receipt of required clearance,
consent authorization or approval relating to the Offer under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
and (iii)certain other customary conditions set forth on Annex I
of the Merger Agreement.

As soon as practicable following the consummation of the Offer,
and subject to the satisfaction or waiver of certain conditions
set forth in the Merger Agreement, the Purchaser will merge with
and into GigPeak, with GigPeak surviving as a wholly-owned
subsidiary of IDT, to the provisions of Section251(h) of the
General Corporation Law of the State of Delaware, with no
stockholder approval required to consummate the Merger (the
Merger). Each Share issued and
outstanding immediately prior to the effective time of the Merger
(the Effective Time), other than any
Shares (i)that are owned by or held in the treasury of GigPeak,
or owned by IDT or any direct or indirect wholly-owned
Subsidiaries of IDT or GigPeak or (ii)in respect of which
appraisal rights were perfected in accordance with Section262 of
the General Corporation Law of the State of Delaware, will be
automatically converted into the right to receive an amount in
cash equal tothe OfferPrice without interest and subject to any
applicable withholding taxes.

As a result of the Merger, (i)each option to purchase Shares (a
GigPeak Option) with an exercise price
that is less than the Offer Price that is outstanding immediately
prior to the Effective Time will be cancelled immediately prior
to the Effective Time and converted into the right to receive an
amount in cash equal to the product obtained by multiplying
(a)the aggregate number of Shares subject to such GigPeak Option
immediately prior to the Effective Time and (b)the excess, of the
Offer Price over the exercise price per share of such GigPeak
Option; (ii)each GigPeak Option with an exercise price greater
than or equal to the Offer Price that is outstanding immediately
prior to the Effective Time will be cancelled immediately prior
to the Effective Time in exchange for no consideration; (iii)each
restricted stock unit with respect to the Shares (a
GigPeak RSU) that is outstanding and is
not an Assumed RSU (as defined below) (including GigPeak RSUs for
which the vesting is accelerated due to the consummation of the
transactions contemplated by the Merger Agreement to a contract
in effect as of the date of the Merger Agreement) shall vest in
full to the extent unvested and be cancelled immediately prior to
the Effective Time and converted into the right to receive an
amount in cash equal to the product obtained by multiplying
(a)the aggregate number of Shares subject to such GigPeak RSU
immediately prior to the Effective Time and (b)the Offer Price;
(iv)each GigPeak RSU that is outstanding and unvested immediately
prior to the Effective Time (after giving effect to any
accelerated vesting that occurs solely due to the consummation of
the transactions contemplated by the Merger Agreement to a
contract in effect as of the date of the Merger Agreement) and is
held by an employee or service provider of the GigPeak (an
Assumed RSU) will be assumed by IDT and
converted automatically at the Effective Time into a restricted
stock unit covering common stock of

IDT having, subject to applicable Laws, the same terms and
conditions as the GigPeak RSU, except that each such GigPeak RSU
will entitle the holder, upon settlement, to that number of whole
shares of common stock of IDT equal to the product of (a)the
number of Shares that were issuable with regard to such GigPeak
RSU immediately prior to the Effective Time, multiplied by (b)a
fraction (such ratio, the Exchange
Ratio), the numerator of which is the Offer Price
and the denominator of which is the volume weighted average price
for a share of common stock of IDT on the Nasdaq Global Select
Market, calculated to four decimal places and determined without
regard to after-hours trading or any other trading outside of the
regular trading session trading hours, for the five consecutive
trading days ending on the third complete trading day prior to
(and excluding) the Closing Date as reported by Bloomberg, L.P.,
and rounding such product down to the nearest whole number of
shares of common stock of IDT; (v)each warrant to purchase Shares
with an exercise price that is less than the Offer Price that is
outstanding immediately prior to the Effective Time, in
accordance with its terms, either (a)be cancelled immediately
prior to the Effective Time and converted into the right to
receive an amount in cash equal to the product obtained by
multiplying (I)the aggregate number of Shares for which such
warrant was exercisable immediately prior to the Effective Time
and (II) the excess of the Offer Price over the exercise price
per share of such warrant or (b)exercised immediately prior to
the Effective Time and the Shares issued upon the exercise of
such warrant will be deemed outstanding and held by the holder
thereof and will be deemed to have been cancelled in the Merger,
and the holder will have the right to receive (I)the merger
consideration payable with respect to such Shares in accordance
with the Merger Agreement less (II) the amount of the aggregate
exercise price of the Shares; and (vi)each warrant to purchase
Shares with an exercise price equal to or greater than the Offer
Price that is outstanding immediately prior to the Effective Time
will be cancelled immediately prior to the Effective Time in
exchange for no consideration.

IDT, the Purchaser and GigPeak have made customary
representations, warranties and covenants in the Merger
Agreement, including using commercially reasonable efforts to
consummate and make effective the transactions contemplated by
the Merger Agreement as promptly as practicable. GigPeak has
agreed to (i)conduct its business in the ordinary course of
business consistent with past practice, including not taking
certain specified actions, prior to consummation of the Merger,
(ii)use its commercially reasonable efforts to keep available the
services of the current officers, employees and consultants of
GigPeak, and (iii)use commercially reasonable efforts to preserve
intact its business organization, the value of its assets,
present relationships and goodwill with governmental authorities.
Furthermore, GigPeak has agreed not to, directly or indirectly,
(i)solicit, initiate, knowingly facilitate or encourage
(including by way of furnishing non-public information) any
competing proposal or competing inquiry, (ii)engage in, continue
or otherwise participate in any discussions or negotiations
regarding, or furnish to any other Person any information or
afford to any other Person access to the business, properties,
assets, books, records or any personnel of the Company or its
subsidiaries, in each case in connection with or for the purpose
of encouraging or facilitating, a competing proposal or competing
inquiry, (iii)approve, endorse, recommend, execute or enter into
any term sheet, letter of intent, acquisition agreement, or
similar contract (other than an acceptable confidentiality
agreement) with respect to any competing proposal or (iv)certain
other restrictions set forth in the Merger Agreement. Subject to
the satisfaction of certain conditions, GigPeak and its board of
directors, as applicable, are permitted to take certain actions
which may, as more fully described in the Merger Agreement,
include changing the board of directors recommendation following
receipt of an unsolicited proposal, if the board of directors of
GigPeak concludes in good faith, after consultation with GigPeaks
independent financial advisors and outside legal counsel, that
such unsolicited proposal constitutes a superior proposal and
that the failure to enter into such definitive agreement would be
reasonably likely to result in a breach of, or otherwise be
inconsistent with, its fiduciary duties under applicable law.

The Merger Agreement contains certain termination rights for each
of GigPeak and IDT, including if the Offer is not consummated on
or prior to June30, 2017. Upon termination of the Merger
Agreement under specified circumstances, including IDTs
termination due to a change in the recommendation of GigPeaks
board of directors, GigPeak will be required to pay to IDT a
termination fee of $9,250,000.

The Merger Agreement has been unanimously approved by the board
of directors of each of IDT, the Purchaser and GigPeak. The board
of directors of GigPeak unanimously recommends that stockholders
of GigPeak tender their Shares in the Offer.

The foregoing description of the Offer, the Merger and the Merger
Agreement does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement, which is attached
hereto asExhibit 2.1. The Merger Agreement has been incorporated
herein by reference to provide information regarding the terms of
the Merger Agreement and is not intended to modify or supplement
any factual disclosures about GigPeak, IDT or the Purchaser in
any public reports filed with the U.S. Securities and Exchange
Commission (SEC) by GigPeak or IDT. In
particular, the assertions embodied in the representations,
warranties and covenants contained in the Merger Agreement were
made only for the purposes of the Merger Agreement, were solely
for the benefit of the parties to the Merger Agreement, and may
be subject to limitations agreed upon by the contracting parties,
including being qualified by information in confidential
disclosure schedules provided by GigPeak to IDT in connection
with the signing of the Merger Agreement. These disclosure
schedules contain information that modifies, qualifies and
creates exceptions to the representations and warranties set
forth in the Merger Agreement. Moreover, the representations and
warranties in the Merger Agreement were used for the purpose of
allocating risk between GigPeak, IDT and the Purchaser, rather
than establishing matters of fact. Accordingly, the
representations and warranties in the Merger Agreement may not
constitute the actual state of facts about GigPeak, IDT or the
Purchaser. The representations and warranties set forth in the
Merger Agreement may also be subject to a contractual standard of
materiality different from that generally applicable to investors
under federal securities laws. Therefore, the Merger Agreement is
included with this filing only to provide investors with
information regarding the terms of the Merger Agreement, and not
to provide investors with any other factual information regarding
the parties or their respective businesses.

Tender and Support Agreement

On February13, 2017, in connection with the Merger Agreement, IDT
and the Purchaser entered into Tender and Support Agreements (the
Support Agreements) with each of the
members of the board of directors of GigPeak (together, the
Supporting Stockholders), which
provide, among other matters, that the Supporting Stockholders
will (i)tender their Shares in the Offer and (ii)support the
Merger. As of February10, 2017, the Supporting Stockholders owned
an aggregate of approximately 1.7% of the Shares. The Supporting
Stockholders obligations under the Support Agreements terminate
in the event that the Merger Agreement is terminated in
accordance with its terms.

The foregoing description of the Support Agreements does not
purport to be complete and is qualified in its entirety by
reference to the form of the Support Agreement, which is attached
hereto as Exhibit 99.1and is incorporated herein by reference.

Debt Commitment Letter

In connection with the Merger Agreement, IDT entered into a
commitment letter (the Debt Commitment
Letter) with JPMorgan Chase Bank, N.A.
(JPMorgan) on February13, 2017, to
which JPMorgan has committed to provide $200 million of senior
secured term loans (the Financing), the
proceeds of which would be used (i)to repay outstanding debt of
GigPeak, (ii)to fund a portion of the consideration payable in
the Offer and the Merger, (iii)to pay fees and expenses related
to the Offer, the Merger and the Financing and (iv)for general
corporate purposes. The definitive documentation governing the
Financing has not been finalized, and accordingly, the actual
terms may differ from the description of such terms in the Debt
Commitment Letter. The consummation of the Offer and the Merger
is not conditioned upon receipt of the proceeds from the
Financing or any replacement financing.

The above description of the Debt Commitment Letter does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Debt Commitment Letter, which
is attached hereto as Exhibit 10.1.

On February13, 2017, IDT and GigPeak issued a joint press release
in connection with the Merger. A copy of the press release is
attached hereto as Exhibit 99.2 and is incorporated by reference
herein.

Additional Information and Where to Find It

This report does not constitute an offer to sell or the
solicitation of an offer to buy any securities. The tender offer
for the outstanding shares of GigPeaks common stock described in
this report has not commenced. At the time the tender offer is
commenced, IDT will file or cause to be filed a Tender Offer
Statement on Schedule TO with the SEC and GigPeak will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC related to the tender offer. The Tender Offer Statement
(including an Offer to Purchase, a related Letter of Transmittal
and other tender offer documents) and the
Solicitation/Recommendation Statement will contain important
information that should be read carefully before any decision is
made with respect to the tender offer. Those materials will be
made available to GigPeaks stockholders at no expense to them by
the information agent to the tender offer, which will be
announced. In addition, all of those materials (and any other
documents filed with the SEC) will be available at no charge on
the SECs website at www.sec.gov.

Forward-Looking Statements

This report contains forward-looking statements, including, but
not limited to, statements related to the anticipated
consummation of the acquisition of GigPeak and the timing,
benefits and financing thereof, IDTs strategy, plans, objectives,
expectations (financial or otherwise) and intentions, future
financial results and growth potential, anticipated product
portfolio, development programs, patent terms and other
statements that are not historical facts. These forward-looking
statements are based on IDTs current expectations 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 IDTs ability to complete the transaction on the
proposed terms and schedule; whether IDT or GigPeak will be able
to satisfy their respective closing conditions related to the
transaction; whether sufficient stockholders of GigPeak tender
their shares of GigPeak common stock in the transaction; whether
IDT will obtain financing for the transaction on the expected
timeline and terms; the outcome of legal proceedings that may be
instituted against GigPeak 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; the
calculations of, and factors that may impact the calculations of,
the acquisition price in connection with the proposed merger and
the allocation of such acquisition price to the net assets
acquired in accordance with applicable accounting rules and
methodologies; and the possibility that if the acquired company
does not achieve the perceived benefits of the proposed
transaction as rapidly or to the extent anticipated by financial
analysts or investors, the market price of IDTs shares could
decline, as well as other risks related to IDTs and GigPeaks
businesses detailed from time-to-time under the caption Risk
Factors and elsewhere in IDTs and the GigPeaks respective SEC
filings and reports, including the Annual Report of GigPeak on
Form 10-K for the year ended December31, 2015 and the Annual
Report of IDT on Form 10-K for the year ended April3, 2016. IDT
undertakes no duty or obligation to update any forward-looking
statements contained in this presentation as a result of new
information, future events or changes in its expectations.

(d) Exhibits.

to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.

Date:February 13, 2017

EXHIBIT INDEX

About Integrated Device Technology, Inc. (NASDAQ:IDTI)

Integrated Device Technology, Inc. develops system-level solutions that optimize its customers’ applications. The Company operates through two segments: the Communications, and the Computing, Consumer and Industrial. It offers products in radio frequency (RF), timing, wireless power transfer, serial switching, interfaces and sensing solutions. It offers a range of mixed-signal solutions for the communications, computing, consumer, automotive and industrial segments. These products are used for development in areas, such as fourth generation (4G) infrastructure, network communications, cloud datacenters and power management for computing and mobile devices. It offers solutions in designing communications, computing, consumer, automotive and industrial applications. It markets its products to original equipment manufacturers (OEMs) through a range of channels, including direct sales, distributors and electronic manufacturing suppliers (EMSs).

Integrated Device Technology, Inc. (NASDAQ:IDTI) Recent Trading Information

Integrated Device Technology, Inc. (NASDAQ:IDTI) closed its last trading session down -0.17 at 24.73 with 946,236 shares trading hands.