Page 7 of 12 – SEC Filing
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On March 28, 2017, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MaxLinear, Inc. (“MaxLinear” or “Parent”), and Eagle Acquisition Corporation, a wholly owned subsidiary of MaxLinear (“Purchaser”), pursuant to which MaxLinear will acquire the Issuer.
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Purchaser will commence a cash tender offer (the “Offer”) to purchase all of the outstanding Shares of the Issuer, at a purchase price of $13.00 per Share, net to the tendering stockholder in cash, without interest and subject to any required withholding taxes. Upon successful completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Purchaser will be merged with and into the Issuer (the “Merger”), and the Issuer will survive the Merger as a wholly owned subsidiary of MaxLinear.
Purchaser has agreed to commence the Offer as promptly as practicable but, in any event, no later than April 25, 2017, and the Offer will expire at midnight on the 20th business day following the commencement date of the Offer unless extended in accordance with the terms of the Offer and the Merger Agreement and the applicable rules and regulations of the Securities and Exchange Commission. The Offer and the Merger are subject to the satisfaction of customary closing conditions, as set forth in the Merger Agreement. For a more detailed description of the Merger Agreement and the Offer, reference is made to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on March 29, 2017.
Concurrently with the execution of the Merger Agreement, the Reporting Persons, Parent and Purchaser entered into a Support Agreement (the “Support Agreement”), which provides, among other things, that the Reporting Persons will tender all of their Shares into the Offer. In order to secure the performance of the Reporting Persons’ obligations under the Support Agreement, the Reporting Persons granted a proxy appointing Parent and any designee of Parent, alone or together, as the Reporting Persons’ attorney-in-fact and proxy to vote the Shares, or grant a consent or approval in respect of the Shares in any circumstance upon which the vote, consent or other approval of the Issuer’s stockholders is sought, in favor of the Offer, the Merger, the adoption of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement and/or otherwise in accordance with the Reporting Persons’ voting obligations under the Support Agreement.
In addition, the Reporting Persons agreed that during the term of the Support Agreement, they would not, except as provided under the Merger Agreement, take the following actions with respect to the Shares: (i) sell, transfer, pledge, assign or otherwise encumber or dispose of, or enter into any agreement, option or other arrangement (including any profit sharing arrangement) or understanding with respect to any of the Shares to any person other than Parent or Parent’s designees, (ii) grant any proxy, power of attorney or other authorization or consent with respect to any of the Shares related to any matter that is inconsistent with the Offer, the Merger, or any transactions contemplated by the Merger Agreement or the provisions thereunder, (iii) deposit any of the Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of the Shares, or (iv) knowingly, directly or indirectly, take, or cause the taking of, any other action that would restrict, limit or interfere with the performance of the Reporting Persons obligations under the Support Agreement, all subject to specified exceptions.
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