Amended Statement of Ownership: Solicitation (sc 14d9/a)
February 26 2015 - 6:25AM
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)
SILICON
IMAGE, INC.
(Name of Subject Company)
SILICON
IMAGE, INC.
(Name of Person Filing Statement)
Common Stock,
par value $0.001 per share
(Title of Class of Securities)
82705T102
(CUSIP Number
of Class of Securities)
Camillo Martino
Chief Executive Officer
Silicon Image, Inc.
1140
East Arques Avenue
Sunnyvale, California 94085
(408) 616-4000
(Name,
address and telephone number of person authorized to receive
notices and communications on behalf of the person filing statement)
With copies to:
David
K. Michaels, Esq.
Fenwick & West LLP
801 California Street
Mountain View, California 94041
(650) 988-8500
¨ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 1 (this Amendment) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Silicon Image, Inc. (the Company), initially filed on February 9, 2015 (the Initial Schedule 14D-9). The Initial 14D-9 and this Amendment relate to
the tender offer by Cayabyab Merger Company, a Delaware corporation (the Purchaser) and a wholly owned subsidiary of Lattice Semiconductor Corporation, a Delaware corporation (Parent), to purchase all Shares
that are issued and outstanding, at a price of $7.30 per Share in cash, without interest (the Offer Price) and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase
dated February 9, 2015 (as it may be amended or supplemented, the Offer to Purchase), and the related Letter of Transmittal (as it may be amended or supplemented, the Letter of Transmittal and, together
with the Offer to Purchase, the Offer) which were filed with the Initial Schedule 14D-9 and incorporated by reference as Exhibits (a)(1)(A) and (a)(1)(B) thereto, and are incorporated by reference herein.
Item 8. |
Additional Information |
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1. |
The section captioned Antitrust Compliance under Item 8 of the Initial Schedule 14D-9 is hereby amended and supplemented by deleting the second paragraph and replacing it in its entirety with the
following: |
Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a
15-calendar-day waiting period following the filing of certain required information and documentary material concerning the Offer (and the Merger) with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC
and the Antitrust Division. The applicable waiting period under the HSR Act with respect to the purchase of Shares in the Offer and the Merger expired at 11:59 P.M., New York City time, on February 24, 2015. Accordingly, the condition of the
Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied.
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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Date: February 26, 2015 |
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SILICON IMAGE, INC. |
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By: |
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/s/ Edward Lopez |
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Edward Lopez |
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Chief Legal and Administrative Officer |
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