Littelfuse, Inc. (NASDAQ:LFUS) and IXYS Corporation (NASDAQ:IXYS)
today announced the election deadline by which IXYS stockholders of
record may elect to receive cash, shares of Littelfuse common stock
or both as merger consideration in connection with the Littelfuse
acquisition of IXYS. The election deadline is 5:00 p.m. Eastern
Time on January 12, 2018.
The parties expect to close the transaction on January 17, 2018.
However, the closing remains subject to the conditions of the
Agreement and Plan of Merger that Littelfuse and IXYS entered into
on August 25, 2017, as amended, including the adoption of the
merger agreement by IXYS stockholders.
IXYS stockholders of record wishing to make an election must
deliver to Computershare Trust Company, N.A. a properly completed
election form and letter of transmittal and any other applicable
election materials by the election deadline of 5:00 p.m. Eastern
Time on January 12, 2018. IXYS stockholders that hold their shares
through a bank, broker or other nominee may be subject to an
earlier deadline for making their elections, based on the
instructions of their banks, brokers or other nominees.
Each IXYS stockholder will be entitled to receive, for each
share of IXYS common stock held immediately prior to the closing of
the transaction, (i) $23.00 in cash, less any applicable
withholding tax and without interest (the cash consideration), or
(ii) 0.1265 of a share of Littelfuse common stock (the stock
consideration). The merger consideration is subject to proration so
that 50% of the shares of IXYS common stock outstanding immediately
prior to the closing of the transaction will be converted into the
cash consideration and the remaining shares of IXYS common stock
will be converted into the stock consideration.
Each IXYS stockholder will receive cash in lieu of any
fractional shares of Littelfuse common stock that the stockholder
otherwise would be entitled to receive. Each IXYS stockholder that
does not submit properly completed election materials to
Computershare by the election deadline will be treated as having
elected to receive the cash consideration or the stock
consideration in accordance with the proration methodology in the
merger agreement.
All of the documents necessary to make an election were
previously mailed to IXYS stockholders of record as of December 11,
2017. IXYS stockholders of record with questions regarding the
election process should contact D.F. King & Co., Inc., the
information agent for the election, at (800) 334-0384 as soon as
possible. IXYS stockholders holding shares of IXYS common stock in
“street name” should contact their bank, broker or other nominee
with questions regarding the election process.
A more detailed description of the merger consideration and the
allocation and proration procedures applicable to elections is
contained in the parties’ proxy statement/prospectus dated December
13, 2017. IXYS stockholders are urged to read the proxy
statement/prospectus carefully and in its entirety. Copies of the
proxy statement/prospectus may be obtained free of charge by
following the instructions below under “Important Other
Information.”
Forward-Looking StatementsThis press release
contains forward-looking statements, which address a variety of
subjects including, for example, the expected timing of the closing
of the proposed transaction between Littelfuse, Inc. (“Littelfuse”)
and IXYS Corporation (“IXYS”). Statements that are not historical
facts, including statements about Littelfuse and IXYS beliefs,
plans and expectations, are forward-looking statements. Such
statements are based on current expectations of Littelfuse and IXYS
management and are subject to a number of factors and
uncertainties, which could cause actual results to differ
materially from those described in the forward-looking statements.
The following important factors and uncertainties, among others,
could cause actual results to differ materially from those
described in these forward-looking statements: the ability to
satisfy the conditions to closing of the proposed transaction, on
the expected timing or at all; the occurrence of any event that
could give rise to the termination of the merger agreement; the
risk of stockholder litigation relating to the proposed
transaction, including resulting expense or delay. For additional
information about factors that could cause actual results to differ
materially from those described in the forward-looking statements,
please refer to both Littelfuse and IXYS filings with the
Securities and Exchange Commission (“SEC”), including the risk
factors contained in each of the most recent Quarterly Reports on
Form 10-Q and Annual Report on Form 10-K of each of Littelfuse and
IXYS. Forward-looking statements represent management’s current
expectations and are inherently uncertain. Except as required by
law, neither Littelfuse nor IXYS undertakes any obligation to
update forward-looking statements made by it to reflect new
information, subsequent events or circumstances.
Important Other InformationIn connection with
the proposed transaction, Littelfuse and IXYS have filed and will
file relevant information with the SEC. Littelfuse has filed with
the SEC a registration statement on Form S-4 (Registration No.
333-221147) (the “registration statement”) containing a proxy
statement of IXYS that also constitutes a prospectus of Littelfuse
(the “proxy statement/prospectus”). INVESTORS AND SECURITY HOLDERS
OF IXYS ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION
STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT LITTELFUSE, IXYS AND THE PROPOSED TRANSACTION. A definitive
proxy statement/prospectus has been sent to IXYS stockholders. The
registration statement, proxy statement/prospectus and other
documents filed by Littelfuse with the SEC may be obtained free of
charge at Littelfuse’s website at www.littelfuse.com or at the
SEC’s website at www.sec.gov. These documents may also be obtained
free of charge from Littelfuse by requesting them by mail at
Littelfuse, Inc., 8755 West Higgins Road, Suite 500, Chicago,
Illinois 60631, Attention: Investor Relations, or by telephone at
(773) 628-1000. The documents filed by IXYS with the SEC may be
obtained free of charge at IXYS’ website at www.ixys.com or at the
SEC’s website at www.sec.gov. These documents may also be
obtained free of charge from IXYS by requesting them by mail at
IXYS Corporation, 1590 Buckeye Drive, Milpitas, California 95035,
Attention: Investor Relations, or by telephone at (408)
457-9000.
Participants in the SolicitationIXYS,
Littelfuse and certain of their directors, executive officers and
employees may be deemed participants in the solicitation of proxies
from IXYS stockholders in connection with the proposed
transaction.
Information regarding the persons who may be deemed to be
participants in the solicitation of IXYS stockholders in connection
with the proposed transaction, including a description of their
direct or indirect interests, by security holdings or otherwise, is
set forth in the proxy statement/prospectus.
Information about the directors and executive officers of
Littelfuse and their ownership of Littelfuse common stock is set
forth in the Littelfuse Annual Report on Form 10-K for the fiscal
year ended December 31, 2016, which was filed with the SEC on
February 27, 2017, and its definitive proxy statement for the
Littelfuse 2017 annual meeting of stockholders, which was filed
with the SEC on March 16, 2017.
Information about the directors and executive officers of IXYS
and their ownership of IXYS common stock is set forth in the IXYS
Annual Report on Form 10-K for the fiscal year ended March 31,
2017, which was filed with the SEC on June 12, 2017, and the
definitive proxy statement for IXYS’ 2017 annual meeting of
stockholders, which was filed with the SEC on July 28, 2017.
Free copies of these documents may be obtained as described in the
paragraphs above.
Non-SolicitationThis communication shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
About LittelfuseFounded in 1927, Littelfuse is
the world leader in circuit protection with growing global
platforms in power control and sensing. The company serves
customers in the electronics, automotive and industrial markets
with technologies including fuses, semiconductors, polymers,
ceramics, relays and sensors. Littelfuse has over 10,000 employees
in more than 40 locations throughout the Americas, Europe and Asia.
For more information, please visit Littelfuse.com.
Investor ContactMeenal SethnaLittelfuse, Inc.Executive Vice
President and CFO(773) 628-0616
Media ContactSteve SchrierLittelfuse, Inc.Corporate
Communications(773) 628-2112
About IXYSSince its founding in Silicon Valley
in 1983, IXYS has been a worldwide pioneer in the development of
power semiconductors, solid state relays, high voltage integrated
circuits, and microcontrollers. With an end customer base of
over 3,500 across the industrial, communications, consumer, medical
and transportation industries, IXYS is a worldwide recognized
provider of advanced semiconductors. Additional information may be
obtained by visiting the IXYS website at IXYS.com.
ContactUzi SassonIXYS CorporationPresident and Chief Executive
Officer(408) 457-9000
Ixys Corp. (delisted) (NASDAQ:IXYS)
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