Integrated Circuit Systems (NASDAQ:ICST)
Historical Stock Chart
From Sep 2019 to Sep 2024
Integrated Circuit Systems, Inc. (Nasdaq:ICST) ("ICS")
today announced that its shareholders have approved the proposed
merger between ICS and Integrated Device Technology, Inc.
(NASDAQ:IDTI) ("IDT"). Approximately 78.8 percent of the total shares
outstanding as of the record date voted. More than 99.9 percent of
votes cast were in favor of a resolution to adopt the merger agreement
between the two companies. The approval of the proposed merger by the
ICS shareholders was a condition to the consummation of the proposed
merger.
The shareholders of IDT are expected to vote on the proposed
merger at a special meeting of IDT's shareholders later today. The
approval of the proposed merger by the IDT shareholders is a condition
to the consummation of the proposed merger.
ICS plans to close the proposed merger with IDT as promptly as
possible following the satisfaction of all closing conditions, which
ICS currently anticipates will occur within the next several days.
Both ICS and IDT had mailed to its shareholders a joint proxy
statement/prospectus that contains important information regarding the
proposed merger. The proposed merger remains subject to several
closing conditions, including approval by the shareholders of IDT.
About ICS
ICS is a world leader in the design, development, and marketing of
silicon timing devices for communications, networking, computing, and
digital multimedia applications. The company is headquartered in
Norristown, PA, with key facilities in San Jose, CA; Tempe, AZ;
Worcester, MA; and Singapore. For more information, visit the
company's web site at: http://www.icst.com.
Safe Harbor Statement
This release contains, in addition to statements of historical
fact, certain forward-looking statements. These forward-looking
statements involve risk and uncertainty. Actual results could differ
from those currently anticipated due to a number of factors, including
those mentioned in documents filed with the SEC by both IDT and ICS.
Forward-looking statements are based on information available to
management at the time, and they involve judgments and estimates.
There can be no assurance as to the timing of the closing of the
merger, or whether the merger will close at all, or that the expected
synergies and cost savings will be realized. Factors that could cause
results to differ from expectations include the failure of IDT
shareholders to approve the merger; the risk that the businesses will
not be integrated successfully; the risk that the cost savings and any
other synergies from the merger may not be fully realized or may take
longer to realize than expected; disruption from the merger making it
more difficult to maintain relationships with customers, employees or
suppliers; transaction costs; the level of market demand for the
products of the companies; economic conditions in the U.S. and other
countries where the companies operate; information technology
spending; technological obsolescence; industry competition and other
specific factors discussed in the joint proxy statement/prospectus
filed by IDT in a registration statement on Form S-4 and by ICS under
cover of Schedule 14A, as well as in IDT's and ICS's most recent
Annual Reports on Form 10-K and IDT's and ICS's Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K. IDT and ICS assume no
responsibility to update any forward-looking statements as a result of
new information or future developments.
Participants in the Transaction
IDT, ICS and their respective executive officers and directors may
be deemed to be participants in the solicitation of proxies from their
respective stockholders with respect to the proposed transaction.
Information about the directors and executive officers of IDT and
their ownership of IDT shares as well as information about the
directors and executive officers of ICS and their ownership of ICS
shares is set forth in the joint proxy statement/prospectus filed both
by IDT in a registration statement on Form S-4 and by ICS under cover
of Schedule 14A. Investors may obtain additional information regarding
the interests of such participants by reading the joint proxy
statement/prospectus.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be any
sale of securities in any jurisdiction in which such solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of such jurisdiction.
Additional Information and Where To Find It
In connection with the merger, IDT has filed a registration
statement on Form S-4 containing a joint proxy statement/prospectus
and ICS has filed that joint proxy statement/prospectus under cover of
Schedule 14A. Investors and security holders are urged to read these
because they contain important information about the transaction
described herein. Investors and security holders may obtain free
copies of these documents and other documents filed with the
Securities and Exchange Commission at the Securities and Exchange
Commission's web site at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with
the Securities and Exchange Commission by IDT by contacting IDT
Investor Relations. Investors and security holders may obtain free
copies of the documents filed by ICS by contacting ICS Investor
Relations.