- Written communication by the subject company relating to a third party tender offer (SC14D9C)
29 Marzo 2010 - 9:41PM
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
Techwell, Inc.
(Name
of Subject Company)
Techwell, Inc.
(Name
of Persons Filing Statement)
Common
Stock, $0.001 par value
Series A
Participating Preferred Stock Purchase Rights
(Title
of Class of Securities)
87874D 10 1
(CUSIP Number of Class of Securities)
Fumihiro Kozato
President and Chief Executive Officer
Techwell, Inc.
408 E. Plumeria Drive, San Jose,
California 95134
(408)
435-3888
(Name,
Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Persons Filing
Statement)
With a
copy to:
Jorge A.
del Calvo, Esq.
James J.
Masetti, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2475 Hanover Street
Palo Alto, CA 94304
(650)
233-4500
x
Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
This Schedule 14D-9 filing consists of an e-mail to certain Company
employees regarding the treatment of options to purchase shares of the Companys
common stock in connection with the proposed acquisition of Techwell, Inc.
(the Company) by Intersil Corporation (Intersil) pursuant to the terms of
an Agreement and Plan of Merger dated as of March 22, 2010 by and among
the Company, Intersil and Navajo Merger Sub, Inc.
March 29, 2010
Notice to Option and/or Award Holders under the Techwell, Inc.
1997, 2001 and 2006 Stock Plans
Dear Techwell Option and/or Award Holder:
As you may know, on March 22, 2010,
Techwell, Inc. (Techwell), Intersil Corporation (Intersil) and Navajo
Merger Sub, Inc. (Navajo) entered into a definitive merger agreement
(the Merger Agreement) under which Intersil intends to acquire Techwell by
commencing a tender offer (the Tender Offer) to purchase up to 100% of
Techwells issued and outstanding shares of common stock (Common Stock) for
$18.50 per share (Tender Offer Price).
Following the completion of the Tender Offer, Navajo will be merged into
Techwell, with Techwell continuing as the surviving corporation and a wholly
owned subsidiary of Intersil (the Merger).
Purpose of Letter and General Matters
This letter is being sent to you because
you hold outstanding options and/or unvested restricted shares of Common Stock
(RSAs) granted under the Techwell, Inc. 1997 Stock Plan, the Techwell, Inc.
2001 Stock Plan and/or the Techwell, Inc. 2006 Stock Incentive Plan
(together, the Stock Plans) and Techwell would like to notify you of how
these options and RSAs will be impacted by the Merger.
According to the Merger Agreement,
effective as of the completion of the Merger (the Effective Time), all
outstanding options and unvested RSAs automatically will be treated as follows:
·
all vested and outstanding options will be cancelled in exchange
for a cash payment equal to (1) the number of shares of Common Stock
subject to such options as of the Effective Time multiplied by (2) the
amount by which the Tender Offer Price exceeds the exercise price, less all
applicable withholding and other taxes;
·
all unvested and outstanding options will be converted into, or
replaced with, an option representing the right to acquire a number of shares
of common stock of Intersil (determined pursuant to a formula specified in the
Merger Agreement) which will have substantially the same terms as the converted
or replaced options (if any of your options are converted or replaced in
connection with the Merger, you will receive information about such conversion
or replacement shortly after the Merger); AND
·
all unvested RSAs will be exchanged at the Effective
Time for a restricted stock award representing the right to receive a number of
shares of Intersil common stock (determined pursuant to a formula specified in
the Merger Agreement) which will have substantially the same terms and
conditions as the exchanged RSAs (if any of your RSAs are so exchanged in
connection with the Merger, you will receive information about such exchange
shortly after the Merger).
If the Effective Time does not occur and
the Merger Agreement is terminated, all of your options and unvested RSAs will
continue to be governed by their current terms.
2
Exercising Your Vested Options Before the
Effective Time
Subject to the following sentence, you may
choose to exercise all or a portion of your vested options before the Effective
Time and, upon receipt of your Common Stock, you may participate in the Tender
Offer and receive the Tender Offer Price to the extent the Tender Offer remains
open. If you intend to exercise your
vested options, please note that there may be restrictions on exercising
options during normal trading blackout periods, as well as for a period prior
to the completion of the Tender Offer and the closing of the Merger in order to
facilitate the transfer of Techwells equity data to Intersil. As such, you should plan the timing of your
exercise accordingly.
As noted above, however, you do
not need to take any action to receive the cash proceeds for your vested
options and to have your unvested options and RSAs converted, replaced or
exchanged, as the case may be, by Intersil.
Please also note that it is not certain
that the Tender Offer will in fact close.
In the event the Tender Offer does not close and you have chosen to
exercise any of your vested options, you will not have the ability to unexercise
any such options and you will continue to hold the shares of Common Stock
acquired upon exercise.
Tax
Consequences
Techwell
cannot provide you with advice regarding the tax consequences of exercising
your options or the treatment of your options and RSAs at the completion of the
Merger and Techwell recommends that you consult your tax advisor regarding such
matters.
If you have questions regarding this
letter, please contact me at mvoll@techwellinc.com or (408) 435-3888 x124.
Sincerely,
|
|
|
|
|
|
Mark Voll
|
|
Chief Financial Officer
|
|
The
Tender Offer for the outstanding shares of Common Stock of Techwell, Inc.
has not yet commenced. No statement in this document is an offer to purchase or
a solicitation of an offer to sell securities.
At the time the Tender Offer is commenced, Intersil and Navajo will file
a Tender Offer statement on Schedule TO with the Securities and Exchange
Commission, and Techwell will file a solicitation/recommendation statement on
Schedule 14D-9 with respect to the Tender Offer. Any offers to purchase or
solicitations of offers to sell will be made only pursuant to such Tender Offer
statement. The Tender Offer statement (including an offer to purchase, a
related letter of transmittal and other offer documents) and the related
solicitation/recommendation statement will contain important information,
including the various terms of, and conditions to, the Tender Offer, that
should be read carefully by Techwells stockholders before they make any
decision with respect to the Tender Offer. Such materials, when prepared and
ready for release, will be made available to Techwells stockholders at no
expense to them. In addition, at such time such materials (and all other offer
documents filed with the SEC) will be available at no charge on the SECs Web
site: www.sec.gov.
3
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