Exar Corporation Commences Exchange Offer for hi/fn, inc. Shares
March 06 2009 - 6:45AM
PR Newswire (US)
FREMONT, Calif. and LOS GATOS, Calif., March 6
/PRNewswire-FirstCall/ -- Exar Corporation ("Exar") (NASDAQ:EXAR)
and hi/fn, inc. ("Hifn") (NASDAQ: HIFN) announced today that Exar
has commenced an exchange offer for all of the outstanding shares
of Hifn common stock pursuant to their previously announced
definitive agreement dated February 23, 2009, under which Exar will
acquire Hifn. Subject to the terms and conditions of the exchange
offer, Hifn stockholders who validly tender their shares may elect
to receive for each share of Hifn common stock they tender in the
exchange offer either (i) 0.3529 shares of Exar common stock and
$1.60 in cash, without interest, or (ii) $4.00 in cash, without
interest. The exchange offer is scheduled to expire at 12:00
midnight, New York City time, at the end of Thursday, April 2,
2009, unless extended. The terms and conditions of the exchange
offer are described in the exchange offer documents, which will be
mailed to Hifn stockholders and filed with the Securities and
Exchange Commission ("SEC"). The exchange offer is subject to
customary closing conditions, including the tender in the exchange
offer by Hifn stockholders of shares representing at least a
majority of the outstanding shares of Hifn common stock on a fully
diluted basis. About the Transaction In connection with the
exchange offer described herein, on March 5, 2009 Exar filed with
the SEC a registration statement on Form S-4 and a tender offer
statement on Schedule TO setting forth in detail the terms of the
exchange offer. On March 5, 2009, Hifn filed with the SEC a
solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of Hifn's
board of directors that Hifn stockholders tender their shares
pursuant to the exchange offer. These documents contain important
information about the transaction and investors and security
holders are urged to read them carefully before making any decision
with respect to the exchange offer. Investors and security holders
can obtain free copies of the registration statement on Form S-4,
Schedule TO, Schedule 14D-9 and other filings containing
information about Exar and Hifn, without charge, at the SEC's
website (http://www.sec.gov/). A free copy of the exchange offer
materials may also be obtained from Exar's website at
http://www.exar.com/ or from Hifn's website at
http://www.hifn.com/. About Exar Exar Corporation is Powering
Connectivity by delivering highly differentiated silicon solutions
empowering products to connect. With distinctive knowledge in
analog and digital technologies, Exar enables a wide array of
applications such as portable devices, home media gateways,
communications systems, and industrial automation equipment. Exar
has locations worldwide providing real-time system-level support to
drive rapid product innovation. For more information about Exar
visit: http://www.exar.com/. About Hifn hi/fn, inc. (NASDAQ:HIFN)
delivers the key OEM ingredients for 21st century storage and
networking environments. Leveraging over a decade of leadership and
expertise in the development of purpose-built Applied Services
Processors (ASPs), Hifn is a trusted partner to industry leaders
for whom infrastructure innovation in storage and networking is
critical to success. With the majority of secure networked
communications flowing through Hifn technology, the 21st century
convergence of storage and networking drives our product roadmap
forward. For more information, please visit: http://www.hifn.com/.
Cautionary Statement Regarding Forward-Looking Statements This
press release contains forward-looking statements about Exar, Hifn
and their expectations for Exar's proposed acquisition of Hifn. All
statements in this press release concerning activities, events or
developments that Exar or Hifn expects, believes or anticipates may
occur in the future are forward-looking statements and can
generally be identified by the use of words such as "anticipates",
"expects", "intends", "will", "could", "believes", "estimates",
"continue" and similar expressions. Forward-looking statements are
based on current expectations and projections about future events
and involve known and unknown risks, uncertainties and other
factors that may cause actual results and performance to be
materially different from results or performance expressed or
implied by forward-looking statements, including the following
risks: the risk that the exchange offer and the merger will not
close because of a failure to satisfy one or more conditions; the
risk that Exar's business or Hifn's business will have been
adversely impacted during the pendency of the exchange offer; the
risk that operations will not be integrated successfully; and the
risk that expected cost savings and other synergies from the
transaction may not be realized; difficulties retaining key
employees; and other economic, business, competitive and regulatory
factors affecting the business of Exar and Hifn generally,
including those set forth in the filings of Exar and Hifn with the
SEC, especially in the "Risk Factors" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations"
sections of their respective annual reports on Form 10-K and
quarterly reports on Form 10-Q, and other SEC filings. Except as
required by law, Exar and Hifn are under no obligation (and
disclaim any obligation) to update or alter their forward-looking
statements whether as a result of new information, future events,
or otherwise. DATASOURCE: Exar Corporation CONTACT: J. Scott
Kamsler, Senior VP, CFO, or Thomas R. Melendrez, Executive Vice
President, both for Exar Corporation, +1-510-668-7000; or William
R. Walker, Vice President and CFO, +1-408-399-3500, for Hifn, Inc.
Web Site: http://www.exar.com/
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