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On February 21, 2017, Intersil Corporation (Intersil)
issued a press release announcing that, in connection with the
pending acquisition of Intersil by Renesas Electronics
Corporation (Renesas) to the Agreement and Plan of
Merger, dated as of September12, 2016, by and between Intersil
and Renesas (the Merger Agreement), the parties were
notified by the Committee on Foreign Investment in the United
States (CFIUS) on February21, 2017 that the
investigation of the merger transaction is complete and that
there are no unresolved national security concerns with respect
to the transaction. The press release also reported that, in
addition to clearance of the transaction by CFIUS, all other
regulatory approval conditions required for closing of the merger
to the Merger Agreement have been satisfied. The merger is
expected to close on February24, 2017, subject to customary
closing deliveries. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

The foregoing disclosure regarding the conditions 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 on September12, 2016 and incorporated
herein by reference.


Some of the statements included in this Current Report on Form
8-K constitute forward-looking statements, as defined in the
Private Securities Litigation Reform Act of 1995, within the
meaning of the federal securities laws, including Section27A of
the Securities Act of 1933 and Section21E of the Securities
Exchange Act of 1934, as amended. You should not place undue
reliance on these statements. These forward-looking statements
include statements that reflect the current expectations,
estimates, beliefs, assumptions, and projections of our senior
management about future events with respect to our business and
our industry in general. Statements that include words such as
anticipates, expects, intends, plans, predicts, believes, seeks,
estimates, may, will, should, would, potential, continue, goals,
targets, and variations of these words (or negatives of these
words) or similar expressions of a future or forward-looking
nature identify forward-looking statements. In addition, any
statements that refer to projections or other characterizations
of future events or circumstances, including any underlying
assumptions, are forward-looking statements.

These forward-looking statements are not guarantees of future
performance and are subject to many risks, uncertainties, and
assumptions that are difficult to predict. Therefore, there are
or will be important factors that could cause our actual results
to differ materially and adversely from those expressed in any
forward-looking statement. We believe that the factors that may
affect our business, future operating results, and financial
condition include, but are not limited to, the following:
uncertainties as to the timing of the consummation of the Merger
and the ability of each party to consummate the Merger; risks
that the proposed Merger disrupts our current plans and
operations, including our ability to retain and hire key
personnel; competitive responses to the proposed Merger;
unexpected costs, charges, or expenses resulting from the Merger;
the outcome of any legal proceedings that could be instituted
against us or our directors related to the Merger Agreement;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the Merger; and
legislative, regulatory and economic developments; any faltering
or uncertainty in global economic conditions; the highly cyclical
nature of the semiconductor industry; intense competition in the
semiconductor industry; unsuccessful product development or
failure to obtain market acceptance of our products; downturns in
the end markets we serve; failure to make or deliver products in
a timely manner; unavailability of raw materials, services,
supplies, or manufacturing capacity; delays in production or in
implementing new production techniques, product defects, or
unreliability of products; and adverse results in litigation
matters. These risks, as well as other risks associated with the
proposed merger, are more fully discussed in the definitive proxy
statement that is included in the Schedule 14A filed with the SEC
in connection with the proposed Merger on October31, 2016 and the
other documents that we have filed or may file from time-to-time
with the SEC. These forward-looking statements are made only as
of the date of this communication and Intersil undertakes no
obligation to update or revise these forward-looking statements.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo. Exhibit Description
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)
99.1 Press Release dated February 21, 2017


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) closed its last trading session up +0.02 at 22.20 with 1,077,997 shares trading hands.

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