LITTELFUSE,INC. (NASDAQ:LFUS) Files An 8-K Other EventsItem 8.01 Other Events.
On January4, 2018, Littelfuse,Inc. (“Littelfuse”) and IXYS Corporation (“IXYS”) issued a joint press release announcing the election deadline of January12, 2018 by which IXYS stockholders of record may elect to receive cash, shares of Littelfuse common stock or both as merger consideration to the Agreement and Plan of Merger, dated as of August25, 2017, amended as of December4, 2017, by and among Littelfuse,IXYS,Iron Merger Co.,Inc. and IXYS Merger Co., LLC (the “Merger Agreement”). The press release also announced that the parties expect to close the transaction on January17, 2018, subject to the satisfaction of the conditions of the Merger Agreement, including the adoption of the Merger Agreement by IXYS stockholders. The press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.
Forward-Looking Statements
This filing contains forward-looking statements, which address a variety of subjects including, for example, the expected timing of the closing of the proposed transaction between Littelfuse,Inc. (“Littelfuse”) and IXYS Corporation (“IXYS”). Statements that are not historical facts, including statements about Littelfuse and IXYS beliefs, plans and expectations, are forward-looking statements. Such statements are based on current expectations of Littelfuse and IXYS management and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: the ability to satisfy the conditions to closing of the proposed transaction, on the expected timing or at all; the occurrence of any event that could give rise to the termination of the merger agreement; the risk of stockholder litigation relating to the proposed transaction, including resulting expense or delay. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to both Littelfuse and IXYS filings with the Securities and Exchange Commission (“SEC”), including the risk factors contained in each of the most recent Quarterly Reports on Form10-Q and Annual Report on Form10-K of each of Littelfuse and IXYS. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except as required by law, neither Littelfuse nor IXYS undertakes any obligation to update forward-looking statements made by it to reflect new information, subsequent events or circumstances.
Important Other Information
In connection with the proposed transaction, Littelfuse and IXYS have filed and will file relevant information with the SEC. Littelfuse has filed with the SEC a registration statement on FormS-4 (Registration No.333-221147) (the “registration statement”) containing a proxy statement of IXYS that also constitutes a prospectus of Littelfuse (the “proxy statement/prospectus”). INVESTORS AND SECURITY HOLDERS OF IXYS ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT LITTELFUSE,IXYS AND THE PROPOSED TRANSACTION. A definitive proxy statement/prospectus has been sent to IXYS stockholders.
