- Amended Statement of Ownership: Solicitation (SC 14D9/A)
March 06 2009 - 4:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF
1934
(Amendment No. 1)
hi/fn, inc.
(Name of Subject Company)
hi/fn, inc.
(Name of Person Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
428358105
(CUSIP Number of Class of Securities)
Albert E. Sisto
hi/fn, inc.
750 University Avenue
Los Gatos, CA 95032
(408) 399-3500
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person Filing Statement)
With a copy to:
David W. Healy, Esq.
Horace L. Nash, Esq.
Andrew Luh, Esq.
Robert Ricca, Esq.
Fenwick & West LLP
801 California Street
Mountain View, CA 94041
(650) 988-8500
¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 1 to the Schedule 14D-9 (the
Amendment
), filed with the
Securities and Exchange Commission (the
SEC
) on March 6, 2009, amends and supplements the Schedule 14D-9 filed with the SEC on March 5, 2009 (the
Schedule 14D-9
) by hi/fn, inc., a
Delaware corporation (
Hifn
or the
Company
). The Schedule 14D-9 relates to a tender offer by Hybrid Acquisition Corp., a Delaware corporation (
Purchaser
) and wholly-owned
subsidiary of Exar Corporation, a Delaware corporation (
Exar
), disclosed in a Tender Offer Statement on Schedule TO, dated March 5, 2009 (the
Schedule TO
), to purchase all of the
issued and outstanding shares of Company common stock at a purchase price of, at the election of each holder of Company common stock, either (i) $4.00 per share, net to the seller in cash, without interest and less any applicable withholding
taxes (the
Cash Consideration
) or (ii) 0.3529 shares of Exar common stock and $1.60 per share, net to the seller in cash, without interest and less any applicable withholding taxes (the
Mixed
Consideration
and, together with the Cash Consideration, the
Offer Price
), upon the terms and subject to the conditions set forth in the Prospectus/Offer to Exchange (the
Prospectus
),
which is part of the Registration Statement on Form S-4 (the
Form S-4
) filed by Exar on March 5, 2009 in connection with the offer and sale of Exar common stock to holders of shares of Company common stock, and the
related Letter of Election and Transmittal (the
Letter of Election and Transmittal
) (which, together with the Prospectus, constitutes the
Offer
).
The information in the Schedule 14D-9 is incorporated in this Amendment by reference to all of the applicable items in the Schedule 14D-9, except that
such information is hereby amended and supplemented to the extent specifically provided herein.
Item 9 of the Schedule 14D-9
is hereby amended and supplemented by adding the following exhibit:
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(a)(5)(ii)
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Joint Press Release issued by Exar Corporation and hi/fn, inc. on March 6, 2009 (incorporated by reference to Exhibit (a)(5)(G) to the Schedule TO-T/A filed by Exar Corporation and
Purchaser on March 6, 2009).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: March 6, 2009
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HI/FN, INC.
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By:
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/s/ Albert E. Sisto
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Name:
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Albert E. Sisto
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Title:
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Chairman and Chief Executive Officer
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