INVENSENSE, INC. (NYSE:INVN) Files An 8-K Entry into a Material Definitive Agreement

INVENSENSE, INC. (NYSE:INVN) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01 Entry into a Material Definitive Agreement

On May18, 2017, the Company entered into a first supplemental
indenture (the First Supplemental Indenture) with Wells Fargo
Bank, National Association, as Trustee (the Trustee),
supplementing the Indenture between the Company, and the Trustee,
dated as of November13, 2013 (the Indenture) governing the
Companys 1.75% Convertible Senior Notes due 2018 (the Notes). The
First Supplemental Indenture was executed in connection with the
closing of the Merger to the terms of the Indenture and provides
that, for all conversions of the Notes after the effective date
of the Merger, the consideration due upon conversion of each
$1,000 principal amount of Notes shall be solely cash in an
amount equal to the Conversion Rate (as defined in the Indenture)
in effect on the conversion date multiplied by the consideration
under the Merger Agreement of $13.00 per share in cash (the
Reference Property), without interest (i.e., $593.88 per $1,000
principal amount of Notes).

A copy of the First Supplemental Indenture is filed as Exhibit
4.2 hereto and is incorporated herein by reference. The
description of the First Supplemental Indenture contained herein
is qualified in its entirety by the full text of such exhibit.

Item2.01 Completion of Acquisition or Disposition of
Assets.

On the Closing Date, Parent completed its acquisition of the
Company through the merger of Merger Sub with and into the
Company, with the Company continuing as the surviving
corporation. Upon the consummation of the Merger, the Company
became a wholly owned subsidiary of Parent.

At the effective time of the Merger (the Effective Time), each
share of the Companys common stock, par value $0.001 per share
(Common Stock), (other than shares of Common Stock held by (1)the
Company as treasury stock, (2)Parent, Merger Sub or their
respective subsidiaries, and (3)stockholders of the Company who
have properly exercised and perfected their appraisal rights
under Delaware law) was cancelled and automatically converted
into the right to receive cash in an amount equal to $13.00,
without interest thereon (the Merger Consideration).

Also at the Effective Time:

Each vested stock option, including stock options that vested on
the Merger (Vested Option), which was outstanding and unexercised
immediately prior to the Effective Time and that had an exercise
price per share that was less than the Merger Consideration, was
cancelled in exchange for a payment to the holder of an amount in
cash equal to the excess of the Merger Consideration over the
applicable exercise price per share of the Vested Option,
multiplied by the number of shares of Common Stock underlying the
award.

Each unvested stock option (Unvested Option) that was outstanding
and unexercised immediately prior to the Effective Time and that
had an exercise price per share that was less than the Merger
Consideration was converted into a deferred cash award in an
amount equal to the excess of the Merger Consideration over the
applicable exercise price per share of the Unvested Option,
multiplied by the number of shares of Common Stock underlying the
award. Each such deferred cash award will be paid in cash in
accordance with the vesting schedule applicable to the
corresponding Unvested Option, but only if the holder of such
deferred cash award satisfies all of the vesting conditions that
would have related to the terminated Unvested Option (including
continued employment requirements through the applicable date(s)
of vesting).

Each Vested Option and Unvested Option that had an exercise price
per share that was equal to or greater than the Merger
Consideration and each Unvested Option that was subject to
vesting based on performance criteria that had not been achieved
as of the Effective Time of the Merger was cancelled without any
consideration to the holder thereof.

Each restricted stock unit (RSU) that was vested, including RSUs
that vested on the Merger, that was outstanding immediately prior
to the Effective Time was cancelled in exchange for a payment to
the holder of an amount in cash equal to the Merger Consideration
multiplied by the number of shares of Common Stock underlying the
award.

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Each unvested RSU (Unvested RSU) that was outstanding immediately
prior to the Effective Time was converted into a deferred cash
award in an amount equal to the Merger Consideration multiplied
by the number of shares of Common Stock underlying the award.
Each such deferred cash award will be paid in cash in accordance
with the vesting schedule applicable to the corresponding
Unvested RSU, but only if the holder of such deferred cash award
satisfies all of the vesting conditions that would have related
to the terminated Unvested RSU (including continued employment
requirements through the applicable date(s) of vesting).

Each unvested share of restricted stock that was outstanding
immediately prior to the Effective Time of the Merger was
converted into a deferred cash award in an amount equal to the
Merger Consideration. Each such deferred cash award will be paid
in cash in accordance with the vesting schedule applicable to the
corresponding share of restricted stock, but only if the holder
of such deferred cash award satisfies all of the vesting
conditions that would have related to the terminated unvested
share of restricted stock (including continued employment
requirements through the applicable date(s) of vesting).

The foregoing description of the effects of the Merger and the
Merger Agreement, and the transactions contemplated thereby, does
not purport to be complete and is subject to, and qualified in
its entirety by reference to, the full text of the Merger
Agreement. A copy of the Merger Agreement was attached as Exhibit
2.1 to the Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission (SEC) on December21, 2016, and
is attached as Exhibit 2.1 hereto and incorporated herein by
reference.

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

The information set forth under Item 2.01 is incorporated herein
by reference.

In connection with the closing of the Merger, the Company
notified the New York Stock Exchange (the NYSE) on May18, 2017
that each outstanding share of Common Stock (except as described
in Item 2.01) was converted to the Merger Agreement as set forth
under Item 2.01. The Company requested that the NYSE delist its
Common Stock on May18, 2017 and, as a result, trading of the
Common Stock on the NYSE was suspended prior to the opening of
the NYSE on May18, 2017. The Company also requested that the NYSE
file a Form 25 with the SEC to remove the Common Stock from
listing on the NYSE and to deregister the Common Stock to Section
12(b) of the Securities Exchange Act of 1934, as amended (the
Exchange Act).

Additionally, the Company intends to file with the SEC a Form 15
requesting the termination of registration of the Common Stock
under Section 12(g) of the Exchange Act and the suspension of the
Companys reporting obligations under Section13 and 15(d) of the
Exchange Act.

Item3.03 Material Modification to Rights of Security
Holders.

The information set forth under Item 2.01 and Item 3.01 is
incorporated herein by reference.

to the Merger Agreement and in connection with the consummation
of the Merger, each outstanding share of Common Stock (except as
described in Item 2.01) was converted into the right to receive
the Merger Consideration.

Item5.01 Changes in Control of Registrant.

The information set forth under Item 2.01 is incorporated herein
by reference.

A change in control of the Company occurred on May18, 2017 upon
the filing of a certificate of merger with the Secretary of State
of the State of Delaware, at which time Merger Sub merged with
and into the Company. Upon the consummation of the Merger, the
Company became a wholly owned subsidiary of Parent. The aggregate
amount paid by Parent in connection with the Merger was
approximately $1.3billion in cash. Parent funded the Merger
Consideration with funds obtained through a capital injection by
TDK Corporation. TDK Corporation used cash on hand and proceeds
in the amount of $0.6billion from existing loans with Resona Bank
Limited, Sumitomo Mitsui Banking Corporation, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., Mizuho Bank, Ltd., and Mitsubishi UFJ
Trust and Banking Corporation.

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

Directors

Upon completion of the Merger, Thomas Kossman, Noboru Saito and
Francis J. Sweeney, who constituted the Board of Directors of
Merger Sub, became directors of the Company, and seven of the
eight directors of the Company immediately prior to the Effective
Time (Amir Faintuch, Usama Fayyad, Emiko Higashi, Jon Olson, Amit
Shah, Eric Stang, and Yunbei Ben Yu) resigned effective upon the
closing of the Merger and are no longer directors of the Company.
Mr.Behrooz Abdi will remain a director of the Company.

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

Effective upon completion of the Merger, the certificate of
incorporation of the Company, as in effect immediately prior to
the Merger, was amended and restated to be in the form of the
certificate of incorporation attached as Exhibit 3.1, which is
incorporated herein by reference.

Effective upon completion of the Merger, the bylaws of the
Company were amended and restated to be in the form of the bylaws
attached as Exhibit 3.2, which is incorporated herein by
reference.

Item8.01 Other Events

Under the terms of the Indenture, the consummation of the Merger
constituted a Fundamental Change and a Make-Whole Fundamental
Change, as defined in the Indenture. The Make-Whole Fundamental
Change Effective Date, as defined in the Indenture, is May18,
2017. As a result, holders of the Notes are permitted to choose
(i)to convert their Notes at for consideration due upon
conversion of each $1,000 principal amount of Notes of cash in an
amount equal to the Conversion Rate (as defined in the Indenture)
in effect on the conversion date multiplied by the Reference
Property, (ii)to require the Company to repurchase their Notes
for cash at a price equal to 50% of the principal amount plus
accrued and unpaid interest, if any, to, but excluding the
repurchase date, to a Notice of Fundamental Change to be sent by
the Company within 20 business days of the effective date of the
Merger, or (iii)to continue holding their Notes. The conversion
rate will not increase as a result of the Merger. The options of
the holders of the Notes as a result of the consummation of the
Merger are further described in a Notice of Anticipated Merger
Event and Specified Corporate Transaction Notice, which the
Company caused to be delivered to the holders of the Notes on
March30, 2017.

A copy of the Indenture is filed as Exhibit 4.1 hereto and is
incorporated herein by reference. The above description of the
Notes contained herein is qualified in its entirety by the full
text of such exhibit.

A copy of the Notice of Anticipated Merger previously delivered
to Holders is filed as Exhibit 99.2 hereto and is incorporated
herein by reference. The above description of the Notice to
Holders contained herein is qualified in its entirety by the full
text of such exhibit.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.

Description

2.1 Agreement and Plan of Merger, dated as of December21, 2016,
by and among the Company, Parent and Merger Sub (incorporated
by reference to Exhibit 2.1 of InvenSense, Inc.s Current
Report on Form 8-K filed with the SEC on
December21, 2016).
3.1 Amended and Restated Certificate of Incorporation of
InvenSense, Inc.
3.2 Amended and Restated Bylaws of InvenSense, Inc.
4.1 Indenture between InvenSense, Inc., and Wells Fargo Bank,
National Association, dated as of November13, 2013
(incorporated herein by reference to Exhibit 4.1 to Current
Report on Form 8-K filed by InvenSense, Inc. on November13,
2013).
4.2 First Supplemental Indenture, dated as of May18, 2017,
between the Company and Wells Fargo Bank, National
Association, as Trustee.
99.1 Joint Press Release of InvenSense, Inc. and TDK Corporation,
dated May18, 2017.
99.2 Notice of Anticipated Merger Event, dated March30, 2017.

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About INVENSENSE, INC. (NYSE:INVN)

InvenSense, Inc. (InvenSense) is engaged in designing, developing, marketing and selling of sensor system-on-chip (SoC), including accelerometers, gyroscopes and microphones for the mobile, wearable, smart home, gaming, industrial and automotive market segments. The Company delivers solutions based on its motion and sound technology; focused on solutions, such as smartphones, tablets, wearables, console and portable video gaming devices, digital television and set-top box remote controls, fitness accessories, sports equipment, digital still cameras, automobiles, ultra-books, laptops, hearing aids, stabilization systems, tools, navigation devices, remote controlled toys and other household consumer and industrial devices. Its motion solutions detect and track an object’s motion in three-dimensional space.

INVENSENSE, INC. (NYSE:INVN) Recent Trading Information

INVENSENSE, INC. (NYSE:INVN) closed its last trading session at with 5,619,013 shares trading hands.

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