BURLINGTON, ON -- April 27, 2009
- Gennum Corporation (TSX: GND) ("Gennum") today announced that, pursuant to the previously announced arrangement agreement (as amended, the "Arrangement Agreement") between Gennum and Tundra Semiconductor Corporation ("Tundra"), Gennum has received notice from Tundra that Tundra has received an offer from Integrated Device Technologies, Inc. to acquire 100% of the common shares of Tundra (the "IDT Offer"). Tundra has advised that its Board of Directors has determined that the IDT Offer constitutes a Superior Proposal as defined under the Arrangement Agreement and that Tundra is permitted to terminate the Arrangement Agreement in order to accept the IDT Offer, subject to the provisions of the Arrangement Agreement, including Gennum's right to match the IDT Offer as addressed below.
Pursuant to the provisions of the Arrangement Agreement: if the Tundra Board of Directors determines that it has received a Superior Proposal within the meaning of the Arrangement Agreement and has resolved to terminate the Arrangement Agreement in order to accept such offer, Gennum has the right, but not the obligation, to offer to amend the terms of the Arrangement Agreement within a five business day matching period; if the Tundra Board of Directors determines that any such offer from Gennum would cause the third party offer to cease to be a Superior Proposal, then Tundra is required to enter into an amended Arrangement Agreement with Gennum; if the Tundra Board of Directors determines that any such offer from Gennum does not cause the third party offer to cease to be a Superior Proposal or Gennum does not make such an offer within the matching period, then Tundra may terminate the Arrangement Agreement in order to accept the Superior Proposal subject to certain conditions, including Tundra complying with its obligation to pay to Gennum a Cdn$5 million termination fee.
Gennum will review and consider Tundra's notice and the IDT Offer and will decide on its course of action in the five business day matching period as provided for under the Arrangement Agreement.
A copy of the Arrangement Agreement is available under Gennum's profile at www.sedar.com
. About Gennum
Gennum Corporation designs innovative semiconductor solutions and intellectual property (IP) cores for the world's most advanced consumer connectivity, enterprise, video broadcast and data communications products. Leveraging the company's proven optical, analog and mixed-signal products and IP, Gennum enables multimedia and data communications products to send and receive information without compromising the signal integrity. An award winner for advances in high definition (HD) broadcasting, Gennum is headquartered in Burlington, Canada, and has global design, research and development and sales offices in Canada, Mexico, Japan, Korea, Germany, United States, Taiwan, India and the United Kingdom. www.Gennum.com