Page 4 of 7 – SEC Filing
This Amendment No. 3 (this Amendment) amends and supplements the Tender Offer
Statement on Schedule TO (the Schedule TO), filed with the United States Securities and Exchange Commission on March 7, 2017 by Glider Merger Sub, Inc. (the Purchaser), a Delaware corporation and a wholly owned
subsidiary of Integrated Device Technology, Inc. (IDT) and IDT, a Delaware corporation. The Schedule TO relates to the offer by Purchaser 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.
The information in the Offer to Purchase and the Letter of Transmittal is incorporated in
this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this
Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.
The items of the Schedule TO set
forth below are hereby amended and supplemented as follows:
Items 1 through 9 and 11
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the
Offer to Purchase, are hereby amended and supplemented by adding the following text:
The Offer and withdrawal rights expired as scheduled
at one minute following 11:59 P.M. (12:00 midnight) New York City time, on Monday, April 3, 2017, and was not extended. The Depositary advised IDT and the Purchaser that, as of such time, a total of 54,454,085 Shares were validly tendered
in, and not properly withdrawn from, the Offer, representing approximately 80.42% of GigPeaks then outstanding Shares and 67.84% of GigPeaks then outstanding Shares (determined on a fully diluted basis).
The number of Shares tendered in the Offer satisfies the Minimum Condition and all of the other conditions to the Offer have been satisfied.
Accordingly, all Shares that were validly tendered and not properly withdrawn prior to the expiration of the Offer have been accepted for purchase and will be paid for by the Purchaser.
As a result of its acceptance of the Shares tendered pursuant to the Offer and in accordance with Section 251(h) of the General Corporation Law
of the State of Delaware (DGCL), the Purchaser owned at least the percentage of Shares that would be required to adopt the Merger Agreement by a vote of the stockholders of GigPeak. Accordingly, on April 4, 2017, IDT and Purchaser
consummated the Merger pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the DGCL. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time, other than any Shares
(i) that are owned by or held in the treasury of GigPeak, or owned by IDT or any direct or indirect wholly-owned Subsidiaries of IDT or GigPeak or (ii) in respect of which appraisal rights were perfected in accordance with Section 262
DGCL, were automatically converted into the right to receive an amount in cash equal to $3.08 without interest and subject to any applicable withholding taxes.
Following the Merger, IDT intends to cause the Shares to be delisted from the NYSE MKT and deregistered under the Exchange Act.
On April 4, 2017, IDT issued a press release announcing the expiration and results of the Offer. The full text of the press release is
attached as Exhibit (a)(5)(vi) hereto and is incorporated herein by reference.
Item 12
The Exhibit Index appearing after the signature page hereto is hereby amended and supplemented by adding the following:
(a)(5)(vi) Press release issued by Integrated Device Technology, Inc. announcing the expiration and results of the offer on April 4, 2017.
(b)(2) Credit Agreement, dated as of April 4, 2017, by and among JPMorgan Chase Bank, N.A. (and the other lenders party thereto) and Integrated Device
Technology, Inc. (and certain of its affiliates).
