INTERSIL CORPORATION (NASDAQ:ISIL) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01 Completion of Acquisition or Disposition of Assets.
At the effective time on February24, 2017 (the Effective
Time), Merger Sub merged with and into Intersil, with
Intersil as the surviving corporation (the Merger). At
the Effective Time,
| (a) |
each share of Intersil ClassA common stock, par value $0.01 per share (Intersil Common Stock), that was issued and outstanding immediately prior to the Effective Time (except for Intersil Common Stock owned by Renesas, Merger Sub, Intersil, or by any of their respective subsidiaries and except for dissenting shares) was canceled and converted into the right to receive $22.50 in cash in United States dollars, without interest (the Merger Consideration); |
| (b) |
each outstanding stock option award to purchase shares of Intersil Common Stock, whether or not vested, was canceled and converted into the right to receive an amount in cash equal to the product of the aggregate number of shares of Intersil Common Stock subject to such option, and the excess, if any, of the Merger Consideration over the applicable per share exercise price under such option; |
| (c) |
each outstanding Intersil restricted stock unit award (an Intersil RSU Award) that was vested as of the Effective Time was canceled and converted into the right to receive a cash amount equal to the sum of (1)the product of the Merger Consideration and the number of shares of Intersil Common Stock subject to the Intersil RSU Award, and (2)any cash dividend equivalents that have accrued but remain unpaid as of the Effective Time on such Intersil RSU Award (such amount, the RSU Payment); |
| (d) |
each outstanding Intersil RSU Award that was not vested as of the Effective Time was canceled and converted into an adjusted award having the same terms and conditions (including vesting and rights to acceleration of vesting, payment schedule and the right to receive dividend equivalents that accrued by the Effective Time) as were in effect immediately prior to the Effective Time, except that such adjusted award will be in the form of an unfunded, unsecured promise of Renesas to deliver to the holder thereof an amount in cash equal to the RSU Payment; and |
| (e) |
with respect to each Intersil RSU Award that was outstanding and that would otherwise remain subject to an on-going corporate performance period in the absence of the Merger, (1)Intersil has accelerated the conclusion of the on-going performance period to the last business day prior to the Effective Time (the measurement date) and has measured performance for each such Intersil RSU Award using actual performance as of the measurement date, and (2)the holder of such Intersil RSU Award was deemed, as of immediately prior to the Effective Time, to have earned and be fully vested in the number of shares of Intersil Common Stock earned based on such actual performance and the payout formula set forth in the applicable award agreement, and the Intersil Common Stock earned in respect of each such Intersil RSU Award was canceled and converted into the right to receive the RSU Payment. |
All outstanding stock option awards to purchase shares of
Intersil Common Stock with an exercise price equal to or greater
than the Merger Consideration were cancelled at the Effective
Time for no consideration. No former stock option awards to
purchase shares of Intersil Common Stock remain outstanding.
A total of approximately $3,228,000,000 in cash is expected to be
paid as consideration for the Merger.
The foregoing description of the terms set forth in the Merger
Agreement is qualified in its entirety by reference to the Merger
Agreement, a copy of which was attached as Exhibit 2.1 to
Intersils Current Report on Form 8-K filed with the Securities
and Exchange Commission (the SEC) on September12, 2016
and which is incorporated herein by reference.
Item3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
In connection with the completion of the Merger, on February24,
2017, Intersil notified The NASDAQ Stock Market (NASDAQ)
that the Merger was completed and each share of Intersil Common
Stock issued and outstanding immediately prior to the Effective
Time (except for Intersil Common Stock owned by Renesas, Merger
Sub, Intersil, or any of their respective subsidiaries and except
for dissenting shares) was canceled and converted into the right
to receive the Merger Consideration. As of February24, 2017,
before trading commenced on that day, Intersil Common Stock,
which traded under the symbol ISIL, ceased trading on, and is
being delisted from, NASDAQ. Accordingly, NASDAQ has filed a
notification of delisting of Intersils Common Stock on Form 25
with the SEC.
Additionally, Intersil intends to file with the SEC a
certification and notice of termination on Form 15 with respect
to Intersil Common Stock, requesting that such stock be
deregistered under the Securities Exchange Act of 1934, as
amended (Exchange Act), and that the reporting
obligations of Intersil with respect to Intersil Common Stock
under Sections 13(a) and 15(d) of the Exchange Act be suspended.
Item3.03 Material Modification to Rights of Security
Holders.
The information set forth in Item 2.01 of this Current Report on
Form 8-K is incorporated herein by reference in response to this
Item 3.03.
Item5.01 Changes in Control of Registrant.
to the terms of the Merger Agreement, at the Effective Time, a
change in control of Intersil occurred, and Intersil is now a
wholly owned subsidiary of Renesas, as described in Item 2.01 of
this Current Report on Form 8-K. The aggregate Merger
Consideration to be paid by Renesas for all outstanding shares of
Intersil Common Stock in connection with the Merger is
approximately $3,228,000,000 in cash. The aggregate Merger
Consideration will be paid by Renesas from its cash on hand.
The information set forth in Item 2.01 of this Current Report on
Form 8-K is incorporated herein by reference in response to this
Item 5.01.
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
In connection with the Merger, as designated by Renesas, each of
Mercedes Johnson, Sohail Khan, Greg Lang, Don Macleod, Ernest E.
Maddock and Forrest E. Norrod resigned from his or her respective
position as a member of the Board of Directors of Intersil, with
effect as of the Effective Time. Immediately following the
Effective Time, the size of the Board of Directors of Intersil
was reduced to two members and the following individual, as
designated by Renesas, was elected as a new member of the Board
of Directors of Intersil: Hisanori Kawahara, with Necip Sayiner
remaining in place as a director of Intersil.
Item5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
At the Effective Time, the certificate of incorporation of
Intersil was amended and restated in its entirety. Intersils
amended and restated certificate of incorporation, as of the
Effective Time, is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
On February24, 2017, immediately following the Effective Time,
Renesas, as the sole stockholder of Intersil, amended and
restated the bylaws of Intersil by written consent in lieu of a
meeting. Intersils amended and restated bylaws dated as of
February24, 2017, in effect immediately following the Effective
Time, are attached hereto as Exhibit 3.2 and are incorporated
herein by reference.
Item8.01 Other Events
On February24, 2017, Intersil issued a press release announcing
the completion of the Merger. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
ExhibitDescription | |
| 2.1 |
Agreement and Plan of Merger, dated as of September12, 2016, by and between Intersil Corporation and Renesas Electronics Corporation (filed as Exhibit 2.1 to the Current Report on Form 8-K filed on September12, 2016 and incorporated herein by reference) |
|
| 3.1 |
Amended and Restated Certificate of Incorporation of Intersil Corporation |
|
| 3.2 |
Amended and Restated Bylaws of Intersil Corporation, effective as of February24, 2017 |
|
| 99.1 | Press Release dated February24, 2017 |
About INTERSIL CORPORATION (NASDAQ:ISIL)
Intersil Corporation is engaged in designing and developing power management and precision analog integrated circuits (IC). The Company provides power management and precision analog technology for applications in the infrastructure, industrial, automotive, military, aerospace, computing, and consumer markets. It supplies a range of power IC solutions for battery management, processor power management and display power management, including power regulators, converters and controllers, as well as integrated power modules. It also provides precision analog components, such as amplifiers and buffers, proximity and light sensors, data converters, optoelectronics, video decoders and interface products. It is also a supplier of radiation-hardened devices to the military and aerospace industries. It operates in approximately two market categories, including industrial and infrastructure, and computing and consumer. INTERSIL CORPORATION (NASDAQ:ISIL) Recent Trading Information
INTERSIL CORPORATION (NASDAQ:ISIL) closed its last trading session 00.00 at 22.49 with 3,062,930 shares trading hands.
