SAN JOSE, California and OTTAWA, Ontario, April 30, 2009 - 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.
"IDT is excited about the proposed acquisition of Tundra. We look forward to better serving our customers by utilizing the Tundra core strengths in serial switching and bridging using PCI Express®, Rapid IO® and VME, with the existing IDT mixed signal product portfolio", said Dr. Ted Tewksbury, president and CEO at IDT. "We believe the result of this transaction will provide our customers with a broader product offering as well as improved service, support and future roadmap of serial connectivity innovations. This transaction reflects our commitment to extending our technology leadership in the communications end market, which is particularly critical in the current challenging economic environment."
"Tundra is excited to bring this opportunity to shareholders and customers", said Daniel Hoste, President and Chief Executive Officer of Tundra. "We believe that the combined technology innovation capability of the two companies will allow our customers better service, products, and support with their increasingly complex communications solutions."
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 Tetrault 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.
About IDT
With the goal of continuously improving the digital media experience, IDT integrates its fundamental semiconductor heritage with essential innovation, developing and delivering low-power, mixed signal solutions that solve customer problems. Headquartered in San Jose, Calif., IDT has design, manufacturing and sales facilities throughout the world. IDT stock is traded on the NASDAQ Global Select Stock Marketо under the symbol IDTI. Additional information about IDT is accessible at www.IDT.com.
About Tundra
Tundra Semiconductor Corporation (TSX:TUN) supplies the world's leading communications, computing and storage companies with System Interconnect products, intellectual property (IP) and design services backed by world-class customer service and technical support. TundraТs track record of product leadership includes over a decade of bridges and switches enabling key industry standards: RapidIO®, PCI, PCI-X, PCI Express®, Power Architecture™, VME, HyperTransport™, Interlaken, and SPI4.2. TundraТs products deliver high functional quality and simplified board design and layout, with specific focus on system level signal integrity. TundraТs design services division, Silicon Logic Engineering, Inc., offers industry-leading ASIC and FPGA design services, semiconductor intellectual property and product development consulting. TundraТs technology connects critical components in high performance embedded systems around the world. For more information, please visit www.tundra.com.