IDT® (Integrated Device Technology, Inc.; NASDAQ: IDTI ), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience, and Tundra (Tundra Semiconductor Corporation; TSX: TUN ), a leader in system interconnect, today announced the two companies have entered into a definitive acquisition agreement (the "IDT/Tundra Acquisition Agreement") pursuant to which IDT will acquire Tundra for CDN$6.25 per share, for an aggregate purchase price of approximately CDN$120.8 million.
About the Transaction: Under the terms of the IDT/Tundra Acquisition Agreement, which is to be completed as a statutory plan of arrangement under the Canada Business Corporations Act, Tundra shareholders will receive cash in the amount of CDN$6.25 per Tundra share. IDT will finance the transaction with cash on hand. All outstanding "out of the money" options of Tundra will be assumed by IDT in the transaction; all "in the money" options and RSUs of Tundra will be cash settled on the transaction closing date. The transaction must be approved by two-thirds of the votes cast by Tundra shareholders at a special meeting expected to be held in June, 2009, and is subject to, Canadian court approval as well as customary closing conditions. In the event that the transaction does not close, in certain circumstances Tundra has agreed to pay IDT a termination fee of CDN$5.4 million in accordance with the IDT/Tundra Acquisition Agreement. Tundra has received an opinion from its financial advisors that the transaction is fair from a financial perspective to its shareholders. The transaction was unanimously approved by the board of directors of each company (subject to the abstention of Mr. Shlapak who is a member of the board of directors of both Tundra and Gennum Corporation). Subject to certain exceptions, executive officers and directors of Tundra have agreed to vote their outstanding Tundra shares in favor of the transaction. The transaction is expected to be completed late in the second quarter or early in the third quarter of 2009. Upon completion of the transaction, the Tundra shares will be de-listed from the Toronto Stock Exchange.
Tundra announced earlier today that Gennum (Gennum Corporation; TSX: GDN) notified Tundra that it would not exercise its right under the amended arrangement agreement between Tundra and Gennum (the "Gennum Agreement") to match the IDT offer. As a result, Tundra has paid the CDN$5.0 million termination fee to Gennum and has terminated the Gennum Agreement in accordance with its terms. The special meeting of Tundra shareholders to consider the Gennum transaction that was scheduled for May 8, 2009 has been cancelled.
Barclays Capital, Inc. acted as financial advisors and Latham & Watkins LLP and McCarthy Tétrault LLP acted as legal counsel to IDT. Citigroup Global Markets Inc. acted as financial advisor and Osler, Hoskin & Harcourt LLP acted as legal counsel to Tundra.