Item 8.01 Other Events
As previously announced, on
The completion of the Merger is conditioned upon, among other things, the early
termination or expiration of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), relating to the consummation of the Merger. Effective as of
The completion of the Merger remains subject to other closing conditions, including the receipt of certain approvals and clearances required under the competition laws of certain foreign jurisdictions, adoption of the Merger Agreement by Xilinx's stockholders and approval of the issuance of shares of the Company's common stock in the Merger by the Company's stockholders.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, on
Participants in the Solicitation
The Company, Xilinx and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about the directors and
executive officers of the Company, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in the
Company's proxy statement for its 2020 annual meeting of stockholders, which was
filed with the
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by security holdings or otherwise, is contained in the joint proxy
statement/prospectus filed on
Forward Looking Statements
The statements in this communication include forward-looking statements
concerning the Company, Xilinx, the proposed transaction and other matters.
Forward-looking statements may discuss goals, intentions and expectations as to
future plans, trends, events, results of operations or financial condition, or
otherwise, based on current beliefs and involve numerous risks and uncertainties
that could cause actual results to differ materially from expectations.
Forward-looking statements speak only as of the date they are made or as of the
dates indicated in the statements and should not be relied upon as predictions
of future events, as there can be no assurance that the events or circumstances
reflected in these statements will be achieved or will occur. Forward-looking
statements can often, but not always, be identified by the use of
forward-looking terminology including "believes," "expects," "may," "will,"
"should," "seeks," "intends," "plans," "pro forma," "estimates," "anticipates,"
"designed," or the negative of these words and phrases, other variations of
these words and phrases or comparable terminology. The forward-looking
statements in this communication relate to, among other things, obtaining
applicable regulatory and stockholder approvals, satisfying other closing
conditions to the proposed transaction, the expected tax treatment of the
transaction, the expected timing of the transaction, and the integration of the
businesses and the expected benefits, cost savings, accretion, synergies and
growth to result therefrom. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
contemplated by the statements. These risks include, among other things: failure
to obtain applicable regulatory or stockholder approvals in a timely manner or
otherwise; failure to satisfy other closing conditions to the transaction;
negative effects of the announcement of the transaction; risks that the
businesses will not be integrated successfully or that the combined companies
will not realize expected benefits, cost savings, accretion, synergies and/or
growth, or that such benefits may take longer to realize than expected; risks
relating to unanticipated costs of integration; significant transaction and/or
integration costs, or difficulties in connection with the transaction and/or
unknown or inestimable liabilities; potential litigation associated with the
transaction; the potential impact of the announcement or consummation of the
transaction on the Company's or the combined company's relationships with
suppliers, customers, employers and regulators; and demand for the combined
company's products. A more fulsome discussion of the risks related to the
proposed transaction will be included in the joint proxy statement/prospectus.
For a discussion of factors that could cause actual results to differ materially
from those contemplated by forward-looking statements, see the section captioned
"Risk Factors" in the Company's Annual Report on Form 10-K for the year ended
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