Amended Statement of Ownership: Solicitation (sc 14d9/a)
March 10 2015 - 8:02AM
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. 3)
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. 3 (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 and amended on February 26, 2015 and February 27, 2015 (the Schedule
14D-9). The Schedule 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 (the Offer Price), net to the seller in cash, without interest 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 amended or supplemented, the Offer to Purchase), and the related Letter of Transmittal (as amended or supplemented,
the Letter of Transmittal and, together with the Offer to Purchase, the Offer) which were filed with the 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 |
1.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following to the end of such Item 8:
The Offer
expired at 12:00 midnight, New York City time, at the end of the day on March 9, 2015. Purchaser and Parent have been advised by Computershare Trust Company, N.A., the depositary for the Offer (the Depositary), that, as of
the expiration of the Offer, a total of 64,379,310 Shares had been validly tendered into and not withdrawn pursuant to the Offer, representing approximately 81.6% of the outstanding Shares as of 12:00 midnight, New York City time, at the end of
the day on March 9, 2015. Additionally, the Depositary has advised Parent and the Purchaser that an additional 1,931,865 Shares had been tendered by notice of guaranteed delivery, representing approximately 2.4% of the outstanding Shares
at such time. The Purchaser has accepted for payment all Shares validly tendered pursuant to the Offer and not properly withdrawn.
Following the purchase of Shares in the Offer, the Purchaser has sufficient voting power and otherwise meets the requirements to approve the
Merger without a vote of the Companys stockholders in accordance with Section 251(h) of the DGCL. Accordingly, and subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, the Purchaser and Parent intend
to consummate the Merger as promptly as practicable in accordance with the terms of the Merger Agreement and Section 251(h) of the DGCL, and no other action by the Companys stockholders to approve the Merger will be required pursuant to
Delaware law or otherwise. At the Effective Time, all of the outstanding Shares (other than (i) Dissenting Shares, if any, and (ii) Shares that are owned by the Company, Parent or the Purchaser (or any of their direct or indirect wholly
owned subsidiaries) will be converted into the right to receive an amount per Share equal to the Offer Price, net to the seller in cash, without interest, and less any applicable tax withholding. All Shares that are converted into the right to
receive the Offer Price will be canceled and cease to exist. Promptly following consummation of the Merger, Parent intends to cause all Shares to be delisted from the NASDAQ and deregistered under the Exchange Act.
On March 10, 2015, Parent issued a press release announcing the expiration and results of the Offer and the completion of the Merger.
Such press release was filed as Exhibit (a)(5)(J) to Parents Amendment No. 3 to the Tender Offer Statement on Schedule TO filed by Parent and Purchaser on March 10, 2015.
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.
|
|
|
|
|
|
|
Date: March 10, 2015 |
|
|
|
SILICON IMAGE, INC. |
|
|
|
|
|
|
|
|
By: |
|
/s/ Camillo Martino |
|
|
|
|
|
|
Camillo Martino |
|
|
|
|
|
|
Chief Executive Officer |
(MM) (NASDAQ:SIMG)
Historical Stock Chart
From Jul 2024 to Aug 2024
(MM) (NASDAQ:SIMG)
Historical Stock Chart
From Aug 2023 to Aug 2024