SYNAPTICS INCORPORATED Item 1.01. Entry Into a Material Definitive Agreement.
On
In connection with the entry into the Purchase Agreement, the Company
concurrently entered into a limited guarantee agreement (the "Limited
Guarantee") with
The Purchase Agreement contains customary representations, warranties and covenants of the parties. The representations and warranties contained in the Purchase Agreement were made solely for purposes of the Purchase Agreement, subject to important qualifications and limitations, and were made solely for the benefit of the parties to the Purchase Agreement and may not have been intended to be statements of fact but, rather, as a method of allocating risk and governing the contractual rights and relationships among the parties to the Purchase Agreement. Accordingly, the representations and warranties contained in the Purchase Agreement should not be relied upon as factual information at the time they were made or otherwise.
Each party's obligation to consummate the transaction pursuant to the Purchase
Agreement is subject to a number of conditions as set forth therein, including,
among others, (i) subject to certain exceptions, the accuracy of the
representations and warranties of the parties; (ii) performance in all material
respects by each of the parties of its obligations and covenants;
(iii) procurement of certain specified third-party consents; (iv) absence of any
Material Adverse Effect with respect to the Business; and (v) antitrust
regulatory approvals in
The Purchase Agreement also contains certain termination rights for both the
Company and Buyer. Promptly after the execution of the Purchase Agreement, Buyer
is required to deposit
Pursuant to the Purchase Agreement, the Company has also agreed, for a period of five years following the closing date, not to compete with certain business activities currently conducted by the Business, subject to certain exceptions. The Purchase Agreement also provides that the parties will enter into a customary transition services agreement at closing, and the Company and Buyer will also enter into license agreements at closing between each party providing a royalty-free license of certain intellectual property used in the Business.
The foregoing description of the Purchase Agreement and Limited Guarantee does
not purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement and Limited Guarantee, which are expected to be filed with
the Company's next quarterly report in accordance with the rules and regulations
of the
Item 7.01. Regulation FD Disclosure.
On
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 99.1 Press release fromSynaptics Incorporated , datedDecember 19, 2019 , titled Synaptics Announces Divestiture of Mobile LCD TDDI Business toHua Capital 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Forward-looking statements include, without limitation, statements about the
proposed divestment by the Company of the Business and expectations regarding
the completion thereof. Forward-looking statements involve uncertainties, risks,
assumptions and contingencies, many of which are outside the Company's control
that may cause actual results to differ materially from those described in or
implied by any forward-looking statements. All forward-looking statements are
based on currently available information and speak only as of the date on which
they are made. The Company assumes no obligation to update any forward-looking
statement made in this Current Report that becomes untrue because of subsequent
events, new information or otherwise, except to the extent it is required to do
so in connection with its ongoing requirements under Federal securities laws.
For a further discussion of factors that could cause the Company's future
results to differ materially from any forward-looking statements, see the
section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for
the year ended
--------------------------------------------------------------------------------
© Edgar Online, source
