MILPITAS, Calif., Oct. 31, 2016 /PRNewswire/ -- Intersil
Corporation (NASDAQ:ISIL), a leading provider of innovative power
management and precision analog solutions, today announced the date
for the special meeting of stockholders, which will be held on
December 8, 2016, at 8 a.m. Pacific Time at company headquarters in
Milpitas, California. Stockholders
will be asked to consider and vote on, among other things, a
proposal to adopt the Merger Agreement dated September 12, 2016 with Renesas Electronics
Corporation.
The company also announced the expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, in
connection with the announced merger agreement, and similar
approval by German regulatory authorities. The merger remains
subject to the satisfaction of other conditions still under review
by the U.S. government and other jurisdictions.
About Intersil
Intersil Corporation is a leading
provider of innovative power management and precision analog
solutions. The company's products form the building blocks of
increasingly intelligent, mobile and power hungry electronics,
enabling advances in power management to improve efficiency and
extend battery life. With a deep portfolio of intellectual property
and a rich history of design and process innovation, Intersil is
the trusted partner to leading companies in some of the world's
largest markets, including industrial and infrastructure, mobile
computing, automotive and aerospace. For more information about
Intersil, visit our website at www.intersil.com.
FORWARD-LOOKING STATEMENTS
Some of the statements included in this press release constitute
forward-looking statements, as defined in the Private Securities
Litigation Reform Act of 1995, within the meaning of the federal
securities laws, including Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934, as
amended. You should not place undue reliance on these statements.
These forward-looking statements include statements that reflect
the current expectations, estimates, beliefs, assumptions, and
projections of our senior management about future events with
respect to our business and our industry in general.
Statements that include words such as "anticipates," "expects,"
"intends," "plans," "predicts," "believes," "seeks," "estimates,"
"may," "will," "should," "would," "potential," "continue," "goals,"
"targets," and variations of these words (or negatives of these
words) or similar expressions of a future or forward-looking nature
identify forward-looking statements. In addition, any statements
that refer to projections or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking statements.
These forward-looking statements are not guarantees of future
performance and are subject to many risks, uncertainties, and
assumptions that are difficult to predict. Therefore, there are or
will be important factors that could cause our actual results to
differ materially and adversely from those expressed in any
forward-looking statement. We believe that the factors that may
affect our business, future operating results, and financial
condition include, but are not limited to, the following: the
inability to complete the merger due to the failure to obtain
stockholder approval for the merger or the failure to satisfy other
conditions to completion of the merger, including the receipt of
all regulatory approvals related to the merger; uncertainties as to
the timing of the consummation of the merger and the ability of
each party to consummate the merger; risks that the proposed merger
disrupts our current plans and operations, including our ability to
retain and hire key personnel; competitive responses to the
proposed merger; unexpected costs, charges, or expenses resulting
from the merger; the outcome of any legal proceedings that could be
instituted against us or our directors related to the merger
agreement; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
merger; and legislative, regulatory and economic developments; any
faltering or uncertainty in global economic conditions; the highly
cyclical nature of the semiconductor industry; intense competition
in the semiconductor industry; unsuccessful product development or
failure to obtain market acceptance of our products; downturns in
the end markets we serve; failure to make or deliver products in a
timely manner; unavailability of raw materials, services, supplies,
or manufacturing capacity; delays in production or in implementing
new production techniques, product defects, or unreliability of
products; and adverse results in litigation matters. These risks,
as well as other risks associated with the proposed merger, are
more fully discussed in the definitive proxy statement that is
included in the Schedule 14A filed with the Securities and Exchange
Commission ("SEC") in connection with the proposed merger on
October 31, 2016 and the other
documents that we have filed or may filed from time-to-time with
the SEC. These forward-looking statements are made only as of
the date of this communication and Intersil undertakes no
obligation to update or revise these forward-looking
statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This
communication may be deemed to be soliciting material in respect of
the proposed transaction involving Intersil and Renesas. On
October 31, 2016, Intersil filed with
the SEC and first sent to stockholders a definitive proxy statement
in connection with the proposed transaction with Renesas, which
contains important information about the proposed transaction and
related matters. INTERSIL'S SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
proxy statement and other relevant materials, and any other
documents filed by Intersil with the SEC, may be obtained free of
charge at the SEC's website, at www.sec.gov. In addition, security
holders of Intersil can obtain free copies of the proxy statement
through Intersil's website, www.intersil.com, or by contacting
Intersil by mail at Attn: Corporate Secretary, 1001 Murphy Ranch
Road, Milpitas, California
95035.
PARTICIPANTS IN THE SOLICITATION
Intersil, Renesas and
their respective directors, executive officers, and other members
of management, and certain of their respective employees, may be
deemed to be participants in the solicitation of proxies in
connection with the proposed merger. Information about Intersil's
directors and executive officers is included in Intersil's Annual
Report on Form 10-K for the fiscal year ended January 1, 2016 filed with the SEC on
February 12, 2016, and the proxy
statement filed with the SEC on March 4,
2016 for Intersil's annual meeting of stockholders held on
April 21, 2016. Additional
information regarding these persons and their interests in the
merger has been included in Intersil's definitive proxy statement
filed with the SEC and first sent to stockholders on October 31, 2016. These documents can be obtained
free of charge from the sources indicated above.
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SOURCE Intersil Corporation