STMicroelectronics closes tender offer for Genesis Microchip
(Business News, 25 Jan 2008 )
STMicroelectronics announced that, as of 12:00 midnight, New York City time, on January 16, 2008, STMicroelectronics had received tenders of approximately 34.6 million shares of Genesis Microchip Inc. (NASDAQ: GNSS) (including approximately 2.3 million shares tendered by notice of guaranteed delivery), representing approximately 91.0% percent of the outstanding Genesis shares, assuming all Genesis shares tendered by notice of guaranteed delivery are received by STMicroelectronics. STMicroelectronics, through its wholly owned subsidiary, Sophia Acquisition Corp., has accepted for payment the approximately 34.6 million shares tendered in the offer.
STMicroelectronics also announced that it would provide a subsequent offering period commencing on Thursday, January 17, 2008 and expiring on Wednesday, January 23, 2008 at 5:00 p.m., New York City time. During the subsequent offering period, Sophia Acquisition Corp. will accept for payment and promptly pay for Genesis shares as they are tendered. Stockholders who tender shares during such period will be paid the same $8.65 per share, net to the seller in cash, as was paid during the initial offering period. Shares tendered during the subsequent offering period may not be withdrawn.
Sophia Acquisition Corp. may extend the subsequent offering period. If the subsequent offering period is extended, Sophia Acquisition Corp. will notify the depositary for the offer and issue a press release prior to 9:00 a.m. New York City time on the first business day following the date the subsequent offering period was scheduled to expire.
STMicroelectronics expects to complete the second-step merger as soon as practicable after the expiration of the subsequent offering period.
The solicitation and the offer to buy Genesis痴 common stock is only made pursuant to the offer to purchase and related materials that STMicroelectronics Corporation and Sophia Acquisition Corp. filed on December 18, 2007, as amended. Stockholders should read the offer to purchase and related materials carefully because they contain important information, including the terms and conditions of the offer. Innisfree M&A Incorporated is the Information Agent for the tender offer and any questions or requests for assistance or free copies of the offer to purchase and the letter of transmittal may be directed to it at 501 Madison Ave, 20th Floor, New York, NY 10022 or by telephone toll-free at (888) 750-5834 or at (212) 750-5833 (bankers and brokers only). Morgan Stanley & Co. Incorporated is the Dealer Manger for the tender offer and can be reached at 1585 Broadway, New York, NY 10036 or by telephone toll-free at (877) 247-9865.
IMPORTANT INFORMATION Genesis stockholders are urged to read the Tender Offer Statement on Schedule TO and each amendment thereto (containing the offer to purchase, a letter of transmittal and related materials) relating to the tender offer that have been filed with the SEC by ST and Purchaser carefully and in their entirety because they contain important information, including the various terms of, and conditions to, the tender offer. Genesis stockholders are also urged to read the Solicitation/Recommendation Statement on Schedule 14D-9 and each amendment thereto relating to the tender offer that have been filed with the SEC by Genesis carefully and in their entirety. Genesis stockholders may obtain these and other documents regarding the tender offer, the merger and the related transactions filed by ST, Purchaser and Genesis for free from the SEC痴 website at www.sec.gov or from the Information Agent.
This publication is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell Genesis shares, nor is it an offer to purchase or a solicitation of an offer to sell any securities. The tender offer is made solely by means of the offer to purchase filed with the SEC.
