SAN JOSE, CA, Aug. 2, 2017 /CNW/ - Pixelworks, Inc. (NASDAQ:
PXLW), a leading provider of visual processing solutions, and
Toronto-based ViXS Systems Inc.
(TSX: VXS), a pioneer in media processing, encoding and transcoding
solutions, today announced that Pixelworks has completed its
acquisition of ViXS by way of a Canadian plan of arrangement (the
"Transaction").
The Transaction, which was initially announced on May 18, 2017, was approved by ViXS shareholders
at the ViXS 2017 Annual and Special Meeting of shareholders held on
July 27, 2017 in Toronto, Ontario. Under the terms of the
Transaction, Pixelworks acquired all of the outstanding common
shares of ViXS in an all stock transaction, and ViXS shareholders
received 0.04836 a share of Pixelworks' common stock for each share
of ViXS, resulting in the issuance of approximately 3.7 million
shares of Pixelworks common stock, valued at approximately
US$17.7 million. The exchange ratio
is equivalent to consideration of US$0.23 per ViXS common share, based on the
closing price of Pixelworks on August 1,
2017.
As a result of the completion of the Transaction, it is expected
that the ViXS shares will be delisted from the Toronto Stock
Exchange in the coming days. ViXS will also be applying to the
relevant securities regulatory authorities in Canada to cease to be a reporting issuer for
the purposes of securities legislation.
A registered ViXS shareholder must complete and send a letter of
transmittal with the certificate(s) representing his, her or its
ViXS common shares to Computershare Investor Services Inc. in order
to receive the consideration to which such ViXS shareholder is
entitled under the terms of the Transaction. A copy of the letter
of transmittal is available under ViXS' issuer profile on SEDAR at
www.sedar.com.
A non-registered ViXS shareholder will receive the consideration
to which such ViXS shareholder is entitled through his, her or its
account with the broker, investment dealer, bank, trust company or
other intermediary that holds common shares on such ViXS
shareholder's behalf. A non-registered shareholder should contact
his, her or its intermediary with any questions about this
process.
Additional Transaction Details
Further details can be
found in Pixelworks' Form 8-K filed with the Securities and
Exchange Commission within four business days of closing of the
Transaction.
About Pixelworks, Inc.
Pixelworks creates, develops
and markets visual display processing solutions for applications
that demand the very highest quality images. At design centers
around the world, Pixelworks engineers constantly push visual
processing performance to keep manufacturers of consumer
electronics and professional displays worldwide on the leading
edge. The Company is headquartered in San
Jose, CA. For more information, please visit the Company's
Web site at www.pixelworks.com.
Note: Pixelworks and the Pixelworks logo are registered
trademarks of Pixelworks, Inc.
About ViXS Systems Inc.
ViXS is a pioneer and market
leader in designing revolutionary media processing semiconductor
solutions for video over IP streaming solutions, with approximately
470 patents issued and pending worldwide, numerous industry awards
for innovation, and over 39 million media processors shipped to
date. ViXS is driving the transition to Ultra HD 4K across the
entire content value chain by providing professional and consumer
grade chipsets that support the new High Efficiency Video Coding
(HEVC) standard up to Main 12 Profile, reducing bandwidth
consumption by 50% while providing the depth of color and image
clarity needed to take advantage of higher-resolution content.
ViXS' XCodePro 300 family is ideal for Ultra HD 4K infrastructure
equipment, and the XCode 6000 family of system-on-chip (SoC)
products achieve unprecedented levels of integration that enable
manufacturers to create cost-effective consumer entertainment
devices.
ViXS is headquartered in Toronto,
Canada with offices in Europe, Asia
and North America. VIXS™, the
ViXS® logo, XCode®, XCodePro™, and Xtensiv™ are trademarks and/or
registered trademarks of ViXS. XConnex™ and other trademarks are
the property of their respective owners. For more information on
ViXS, visit our website: www.vixs.com.
Safe Harbor Statement
This release contains
forward-looking statements, including, without limitation,
expectations with respect to the the timing of delisting of the
ViXS common shares from the Toronto Stock Exchange, within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
These statements may be identified by use of terms such as "will",
"expect" and similar terms or the negative of such terms. All
statements other than statements of historical fact are
forward-looking statements for purposes of this release. Such
statements are based on management's current expectations. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. All
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those projected. Such risks and uncertainties include but are
not limited to the ability and timing to satisfy the conditions for
delisting of the ViXS common shares and ViXS ceasing to be a
reporting issuer for the purposes of Canadian securities
legislation. The forward-looking statements contained in this
release speak as of the date of this release, and Pixelworks does
not undertake any obligation to update any such statements, whether
as a result of new information, future events or otherwise.
SOURCE Pixelworks, Inc.