UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE
14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
GigPeak, Inc.
(Name of Subject Company)
Glider Merger Sub, Inc.
(Offeror)
a wholly-owned subsidiary
of
Integrated Device Technology, Inc.
(Offeror)
(Name of Filing Persons
and Offerors)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
37518Q109
(Cusip Number
of Class of Securities)
Matthew Brandalise, Esq.
General Counsel and Secretary
Integrated Device Technology, Inc.
6024 Silver Creek Valley Road
San Jose, CA 95138
(408)
284-8200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
With a copy
to:
Mark V. Roeder
Josh Dubofsky
Latham & Watkins LLP
140 Scott Drive
Menlo
Park, California 94025
(650)
328-4600
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$230,873,760.02
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$26,758.27
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*
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Estimated solely for purposes of calculating the filing fee. The transaction value was determined by adding (i) 67,641,585, the number of outstanding shares of GigPeak, Inc. common stock, multiplied by $3.08, the offer
price, (ii) 6,894,399, the number of shares of common stock issuable pursuant to outstanding options with an exercise price less than the offer price of $3.08 per share, multiplied by $0.82, which is the offer price of $3.08 minus the weighted
average exercise price for such options of $2.26 per share, (iii) 5,470,038 shares of common stock underlying restricted stock units, multiplied by the offer price of $3.08 per share, and (iv) 36,554, the number of shares of common stock
issuable pursuant to the exercise of outstanding warrants with an exercise price less than the offer price of $3.08 per share, multiplied by $1.00, which is the offer price of $3.08 minus the weighted average exercise price for such warrants of
$2.08 per share. The foregoing share figures have been provided by the issuer to the offerors and are as of March 1, 2017, the most recent practicable date.
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**
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The filing fee was calculated in accordance with Rule
0-11
under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2017, issued
August 31, 2016, by multiplying the transaction value by 0.0001159.
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☐
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Check the box if any part of the fee is offset as provided by Rule 011(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: Not applicable.
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Filing Party: Not applicable.
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Form or Registration No.: Not applicable.
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Date Filed: Not applicable.
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☒
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third-party tender offer subject to Rule
14d-1.
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☐
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issuer tender offer subject to Rule
13e-4.
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☐
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going-private transaction subject to Rule
13e-3.
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☐
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amendment to Schedule 13D under Rule
13d-2.
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Check the following box if
the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to
designate the appropriate rule provision(s) relied upon:
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☐
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Rule
13e-4(i)
(Cross Border Issuer Tender Offer)
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☐
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Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)
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This Tender Offer Statement on Schedule TO (the Schedule TO) relates to the offer by
Glider Merger Sub, Inc. (the Purchaser), a Delaware corporation and wholly-owned subsidiary of Integrated Device Technology, Inc. (IDT), a Delaware corporation, to purchase all of the outstanding shares of common stock, par
value $0.001 per share, of GigPeak, Inc. (GigPeak), a Delaware corporation, including the associated purchase rights for Series A Junior Preferred Stock of GigPeak (the Rights) issued under the Rights Agreement, dated as of
December 16, 2014, as amended, between GigPeak and American Stock Transfer & Trust Company, LLC, as rights agent (such Rights, together with the common stock, the Shares), at a price of $3.08 per Share, in cash, without
interest and subject to any applicable withholding of taxes, upon the terms and subject to the conditions described in the offer to purchase, dated March 7, 2017 (as it may be amended or supplemented from time to time, the Offer to
Purchase), and in the related letter of transmittal (as it may be amended or supplemented from time to time, the Letter of Transmittal), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, which
Offer to Purchase and Letter of Transmittal collectively constitute the Offer.
Pursuant to General Instruction F to Schedule
TO, the information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated in this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO and is
supplemented by the information specifically provided for in this Schedule TO.
Item 1.
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Summary Term Sheet.
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Regulation
M-A
Item 1001
The information set forth in the section of the Offer to Purchase entitled
Summary Term Sheet is incorporated herein by reference.
Item 2.
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Subject Company Information.
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Regulation
M-A
Item 1002(a) through (c)
(a) The name of the subject company and the issuer of the securities
to which this Schedule TO relates is GigPeak, Inc., a Delaware corporation. GigPeaks principal executive offices are located at 130 Baytech Drive, San Jose, California 95134. GigPeaks telephone number at such address is (408)
522-3100.
(b) The information set forth in the Introduction of the Offer to Purchase is incorporated
herein by reference.
(c) The information set forth in Section 6 Price Range of Shares; Dividends of the Offer to
Purchase is incorporated herein by reference.
Item 3.
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Identity and Background of Filing Person.
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Regulation
M-A
Item 1003(a) through (c)
(a)-(c) This Schedule TO is filed by IDT and the Purchaser. The
information set forth in Section 8 Certain Information Concerning IDT and the Purchaser in the Offer to Purchase and in Annex A of the Offer to Purchase is incorporated herein by reference.
Item 4.
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Terms of the Transaction.
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Regulation
M-A
Item 1004(a)
For purposes of subsection (a)(1)(i)-(viii), (x) and (xii), the information
set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:
Introduction
Section 1 Terms of the Offer
Section 2 Acceptance for Payment and Payment for Shares
Section 3 Procedures for Accepting the Offer and Tendering Shares
Section 4 Withdrawal Rights
Section 5 Material U.S. Federal Income Tax Consequences of the Offer and Merger
Section 11 The Merger Agreement; Other Agreements
Section 13 Certain Effects of the Offer
Section 15 Conditions to the Offer
Section 16 Adjustments to Prevent Dilution
Subsections (a)(1)(ix) and (xi) are not applicable.
For purposes of subsections (a)(2)(i)-(v) and (vii) the information set forth in the Offer to Purchase under the following captions
is incorporated by reference in this Schedule TO:
Introduction
Section 1 Terms of the Offer
Section 5 Material U.S. Federal Income Tax Consequences of the Offer and Merger
Section 10 Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements with GigPeak
Section 11 The Merger Agreement; Other Agreements
Section 12 Purpose of the Offer; Plans for GigPeak
Section 13 Certain Effects of the Offer
Section 16 Adjustments to Prevent Dilution
Subsection (a)(2)(vi) is not applicable.
Item 5.
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Past Contacts, Transactions, Negotiations and Agreements.
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Regulation
M-A
Item 1005(a) and (b)
The information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:
Introduction
Section 8
Certain Information Concerning IDT and the Purchaser
Section 10 Background of the Offer; Past
Contacts, Transactions, Negotiations and Agreements with GigPeak
Section 11 The Merger Agreement; Other
Agreements
Section 12 Purpose of the Offer; Plans for GigPeak
Annex A
Item 6.
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Purposes of the Transaction and Plans or Proposals.
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Regulation
M-A
Item 1006(a) and (c)(1) through (7)
For purposes of subsections (a), (c)(1) through (7), the
information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:
Introduction
Section 6 Price Range of Shares; Dividends
Section 11 The Merger Agreement; Other Agreements
Section 12 Purpose of the Offer; Plans for GigPeak
Section 13 Certain Effects of the Offer
Section 14 Dividends and Distributions
Item 7.
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Source and Amount of Funds or Other Consideration.
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Regulation
M-A
Item 1007(a), (b) and (d)
The information set forth in Section 9 Source
and Amount of Funds of the Offer to Purchase is incorporated herein by reference in this Schedule TO.
Item 8.
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Interests in Securities of the Subject Company.
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Regulation
M-A
Item 1008
The information set forth in Section 8 Certain Information
Concerning IDT and the Purchaser of the Offer to Purchase and in Annex A of the Offer to Purchase is incorporated herein by reference in this Schedule TO.
Item 9.
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Persons/Assets Retained, Employed, Compensated or Used.
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Regulation
M-A
Item 1009(a)
The information set forth in the Offer to Purchase under the following captions is incorporated by reference in this Schedule TO:
Section 18 Fees and Expenses
Item 10.
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Financial Statements.
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Regulation
M-A
Item 1010(a) and (b)
Not applicable.
Item 11.
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Additional Information.
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Regulation
M-A
Item 1011(a) and (c)
For purposes of subsection (a), the information set forth in the Offer to
Purchase under the following captions is incorporated by reference in this Schedule TO:
Section 1 Terms of the
Offer
Section 11 The Merger Agreement; Other Agreements
Section 12 Purpose of the Offer; Plans for GigPeak
Section 13 Certain Effects of the Offer
Section 15 Conditions to the Offer
Section 17 Certain Legal Matters; Regulatory Approvals
Section 19 Miscellaneous
For purposes of subsection (c) the information set forth in the Offer to Purchase and Letter
of Transmittal is incorporated herein by reference.
See Exhibit Index.
Item 13.
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Information Required by Schedule
13E-3.
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Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Dated: March 7, 2017
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GLIDER MERGER SUB, INC.
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By:
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/s/ Gregory L. Waters
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Name:
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Gregory L. Waters
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Title:
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President and Chief Executive Officer (duly authorized officer)
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INTEGRATED DEVICE TECHNOLOGY, INC.
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By:
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/s/ Gregory L. Waters
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Name:
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Gregory L. Waters
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Title:
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President and Chief Executive Officer (duly authorized officer)
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EXHIBIT INDEX
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Index No.
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(a)(1)(i)
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Offer to Purchase dated March 7, 2017.
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(a)(1)(ii)
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Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form
W-9).
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(a)(1)(iii)
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Form of Notice of Guaranteed Delivery.
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(a)(1)(iv)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(v)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(vi)
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Summary Advertisement as published in The New York Times on March 7, 2017.
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(a)(5)(i)
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Joint press release issued by GigPeak, Inc. and Integrated Device Technology, Inc. announcing the signing of the merger agreement on February 13, 2017 (incorporated by reference to Exhibit 99.2 to the Current Report on
Form
8-K
filed by Integrated Device Technology, Inc. with the SEC on February 13, 2017).
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(a)(5)(ii)
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IDT Presentation at meeting for employees of GigPeak on February 13, 2017 (incorporated by reference to Exhibit 99.1 to the Schedule
TO-C
filed by Integrated Device Technology, Inc. with
the SEC on February 13, 2017).
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(a)(5)(iii)
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Transcript of portions of the conference call held by Integrated Device Technology, Inc. on February 14, 2017 and relating to the proposed acquisition of GigPeak, Inc. (incorporated by reference to Exhibit 99.1 to the Schedule
TO-C
filed by Integrated Device Technology, Inc. with the SEC on February 15, 2017).
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(a)(5)(iv)
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Letter to GigPeak customers dated February 15, 2017 (incorporated by reference to Exhibit 99.1 to the Schedule
TO-C
filed by Integrated Device Technology, Inc. with the SEC on
February 16, 2017).
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(a)(5)(v)
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Press release issued by Integrated Device Technology, Inc. announcing commencement of the offer on March 7, 2017.
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(b)
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Commitment Letter, dated February 13, 2017, by and between JPMorgan Chase Bank, N.A. and Integrated Device Technology, Inc.
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(d)(1)
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Agreement and Plan of Merger, dated February 13, 2017, by and among GigPeak, Inc., Integrated Device Technology, Inc. and Glider Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form
8-K
filed by Integrated Device Technology, Inc. with the SEC on February 13, 2017).
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(d)(2)(i)
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Mutual Nondisclosure Agreement, dated January 11, 2017, by and between Integrated Device Technology, Inc. and GigPeak, Inc.
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(d)(2)(ii)
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Mutual Nondisclosure Agreement, dated January 18, 2017, by and between Integrated Device Technology, Inc. and GigPeak, Inc.
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Index No.
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(d)(3)
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Tender and Support Agreement, dated February 25, 2015, by and among Integrated Device Technology, Inc., Glider Merger Sub, Inc., Dr. Avi Katz, Neil J. Miotto, Kimberly D.C. Trapp, Frank Schneider, John J. Mikulsky, and
Joseph J. Lazzara (incorporated by reference to Exhibit 99.2 to the Current Report on Form
8-K
filed by Integrated Device Technology, Inc. with the SEC on February 13, 2017).
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(d)(4)(i)
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Employment Letter, dated February 7, 2017, by and between Integrated Device Technology, Inc. and Andrea Betti-Berutto.
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(d)(4)(ii)
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Employment Letter, dated February 7, 2017, by and between Integrated Device Technology, Inc. and Raluca Dinu.
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(d)(4)(iii)
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Employment Letter, dated February 8, 2017, by and between Integrated Device Technology, Inc. and Darren Ma.
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(d)(4)(iv)
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Amended and Restated Employment Letter, dated February 28, 2017, by and between Integrated Device Technology, Inc. and Andrea Betti-Berutto.
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(d)(4)(v)
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Amended and Restated Employment Letter, dated February 28, 2017, by and between Integrated Device Technology, Inc. and Raluca Dinu.
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(d)(5)
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Non-Competition
and
Non-Solicitation
Agreement, dated February 13, 2017, by and between Integrated Device Technology and Dr. Avi
Katz.
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(g)
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Not Applicable.
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(h)
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Not Applicable.
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