Atheros Communications Announces It Will Adjourn the Special Stockholder Meeting to Vote on Acquisition by Qualcomm
07 Marzo 2011 - 12:30PM
Marketwired
Atheros Communications, Inc. (NASDAQ: ATHR), a global leader in
innovative technologies for wireless and wired communications,
today announced that it will convene and adjourn without a vote its
previously scheduled March 7, 2011 special meeting of Atheros
stockholders. This meeting is being held to obtain the approval of
Atheros stockholders of Atheros' agreement to be acquired by
QUALCOMM Incorporated for $45.00 per share in cash. Atheros will
adjourn the special meeting so that stockholders may review certain
supplemental disclosures (as referred to below) required by the
Delaware Court of Chancery pursuant to an order dated March 4,
2011. The special meeting will be adjourned until Friday, March 18,
2011 at 1:00 p.m., Pacific Time, at Atheros' offices located at
1700 Technology Drive, San Jose, California 95110.
On March 7, 2011, Atheros filed with the Securities and Exchange
Commission additional soliciting materials (the "Additional
Soliciting Materials") that supplement the definitive proxy
statement dated February 10, 2011 that was previously mailed to
Atheros stockholders. The Additional Soliciting Materials provide
certain disclosures as required by the Delaware Court of
Chancery. Atheros stockholders are urged to
carefully read the Additional Soliciting Materials.
About Atheros
Atheros Communications delivers innovative technologies for
wireless and wired communications. Its mission is to invent
technologies that connect and empower people in ways that are
elegant and accessible to all. Building upon its broad expertise in
RF and mixed signal semiconductor design, Atheros' portfolio
includes a wide variety of connectivity solutions that are used by
many of the world's leading networking equipment, computing and
consumer device manufacturers. Headquartered in San Jose,
California, Atheros has a significant and growing presence in Asia
and Europe to serve its global customer base. For more information,
visit www.atheros.com.
This press release contains "forward-looking statements," as
defined in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
or the Exchange Act, that are based on Atheros' current
expectations, assumptions, beliefs, estimates and projections about
our company and our industry. The forward-looking statements are
subject to various risks and uncertainties that could cause actual
results to differ materially from those described in the
forward-looking statements. Generally, these forward-looking
statements can be identified by the use of forward-looking
terminology such as "anticipate," "believe," "estimate," "expect,"
"forecast," "intend," "plan," "project," "should" and similar
expressions. Factors that may affect those forward-looking
statements include, among other things: uncertainties as to the
timing of the acquisition; the possibility that competing offers
will be made; the possibility that various closing conditions for
the acquisition may not be satisfied or waived; the outcome of any
legal proceedings challenging the proposed merger; the timing of
the lifting of the preliminary injunction relating to the proposed
merger; general economic and business conditions; and other
factors. We caution you that reliance on any forward-looking
statement involves risks and uncertainties, and that although we
believe that the assumptions on which our forward-looking
statements are based are reasonable, any of those assumptions could
prove to be inaccurate, and as a result, the forward-looking
statements based on those assumptions could be incorrect. In light
of these and other uncertainties, you should not conclude that we
will necessarily achieve any plans and objectives or projected
financial results referred to in any of the forward-looking
statements. Atheros assumes no obligation to update the information
in this press release in light of new information or future events,
except as required by law.
Important Information
In connection with the proposed transaction with QUALCOMM
Incorporated, Atheros has filed a definitive proxy statement and
other relevant materials with the SEC. On or about February 14,
2011 and March 7, 2011, Atheros began mailing the definitive proxy
statement and the Additional Soliciting Materials, respectively, to
stockholders of record as of the close of business on February 9,
2011. Before making any voting decision with
respect to the proposed transaction, stockholders of Atheros are
urged to read the definitive proxy statement and other relevant
materials filed with the SEC because they contain important
information about the proposed transaction. The definitive
proxy statement and any other documents filed by Atheros with the
SEC may be obtained free of charge at the SEC's website at
www.sec.gov or from Atheros at www.atheros.com or by contacting
Atheros Investor Relations at: david.allen@atheros.com or
408-830-5762.
Atheros and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from Atheros'
stockholders in favor of the proposed transaction. A list of the
names of Atheros' executive officers and directors and a
description of their respective interests in Atheros are set forth
in the definitive proxy statement filed with the SEC in connection
with the proposed transaction, and in any documents subsequently
filed by its executive officers and directors under the Securities
Exchange Act of 1934, as amended. Certain executive officers and
directors of Atheros have interests in the proposed transaction
that may differ from the interests of stockholders generally,
including benefits conferred under retention, severance and change
in control arrangements and continuation of director and officer
insurance and indemnification. These interests and any additional
benefits they may receive in connection with the proposed
transaction are described in the proxy statement filed with the SEC
in connection with the proposed transaction, which may be obtained
free of charge from the sources indicated above.
Editorial Contact: Molly Mulloy Atheros Communications
408-830-5850 molly.mulloy@atheros.com Investor Contact:
David H. Allen Atheros Communications 408-830-5762
david.allen@atheros.com
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