[December 19, 2014] |
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GigOptix Amends and Restates Stockholder Rights Plan
GigOptix, Inc. (NYSE MKT:GIG), a supplier of advanced high speed
semiconductor components for use in long-haul, metro, cloud
connectivity, data centers, consumer electronics links and interactive
applications, through optical and wireless communications networks,
today announced that on December 16, 2014 it has entered into an Amended
and Restated Rights Agreement to extend the expiration date of its
stockholder rights plan which provides that the Company issue rights to
purchase shares of Series A Junior Preferred Stock. The stockholder
rights plan would otherwise have expired on December 16, 2014.
The Amended and Restated Rights Agreement amends the Rights Agreement
previously adopted by (i) extending the expiration date by three years
to December 16, 2017, (ii) decreasing the exercise price per right
issued to stockholders pursuant to the stockholder rights plan from
$8.50 to $5.25, and (iii) making certain other technical and conforming
changes. The Amended and Restated Rights Agreement was not adopted in
response to any acquisition proposal.
The Amended and Restated Rights Agreement is designed to provide
stockholders of the Company with the opportunity to benefit from the
long-term prospects and value of the Company and to ensure the fair and
equal treatment of the Company's stockholders in the event of a proposed
takeover of the Company.
On December 16, 2011, the GigOptix board of directors declared a
dividend to all stockholders of record of the Company's common stock as
of January 6, 2012 of one right to purchase Series A Junior Preferred
Stock for each share of common stock outstanding. The board of directors
also previously determined that one preferred stock purchase right will
also attach to each share of common stock issued by the Company between
January 6, 2012 and the earlier of either the exercisability of the
rights or the expiration of the stockholder rights plan, which pursuant
to the Amended and Restated Rights Agreement now will occur on December
16, 2017. The preferred stck purchase rights will be exercisable only
as provided for under the Amended and Restated Rights Agreement. The
rights will expire on December 16, 2017, unless earlier redeemed or
exchanged by the Company.
Additional information regarding the stockholder rights plan, the Series
A Junior Preferred Stock, and the Amended and Restated Rights Agreement
will be contained in a Current Report on Form 8-K and in an amended
Registration Statement on Form 8-A/A that GigOptix is filing with the
Securities and Exchange Commission, as well as on the Registration
Statement on Form 8-A and a Current Report on Form 8-K filed by the
Company on December 22, 2011.
About GigOptix, Inc.
GigOptix is a leading fabless supplier of high speed semiconductor
components that enable end-to-end information streaming over optical and
wireless networks. The products address long haul and metro telecom
applications as well as emerging high-growth opportunities for Cloud and
data centers connectivity, and interactive applications for consumer
electronics. GigOptix offers a unique broad portfolio of drivers and
TIAs for 40Gbps, 100Gbps and 400Gbps fiber-optic telecommunications and
data-communications networks, and high performance MMIC solutions that
enable next generation wireless microwave systems up to 90GHz.
GigOptix also offers a wide range of digital and mixed-signal ASIC
solutions in a wide range of technology geometries from 28nm to 0.6um,
and enables a complete product life cycle support form swift
introduction of new product through its ASIC SunriseTM program to
extension of legacy products through its GigOptix Sunset RescueTM
program.
SOURCE: GigOptix, Inc.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
statements contain words such as "will" and "expect," or the negative
thereof or comparable terminology, and include (without limitation)
statements regarding growth, opportunities, long-term prospects and
improvement. Forward-looking statements involve certain risks and
uncertainties, and actual results may differ materially from those
discussed in any such statement. These risks include, but are not
limited to: factors that may affect the integration of entities acquired
by GigOptix and the results of such acquisitions, the ability to grow
product sales, the ability to extend product offerings into new areas or
products, the ability to commercialize technology, unexpected
occurrences that deter the full documentation and "bring to market" plan
for products, trends and fluctuations in the industry, changes in demand
and purchasing volume of customers, unpredictability of suppliers, the
ability to move product sales to production levels, the ability to
attract and retain qualified personnel, the ability to compete for
client design-in opportunities, the ability to cross-sell to new clients
and to diversify, the success of product sales in new markets or of
recently produced product offerings, including bundled product
solutions, the amount of cost savings, the ability to improve
productivity, the ability to pursue and attract other M&A opportunities,
and the ability to maintain and continue relationships with government
agencies. Additional factors that could cause actual results to differ
are discussed in other sections of the company's filings with the
Securities and Exchange Commission, and in GigOptix' other current and
periodic reports filed or furnished from time to time with the
Securities and Exchange Commission. All forward-looking statements in
this press release are made as of the date hereof, based on information
available to GigOptix as of the date hereof, and GigOptix assumes no
obligation to update any forward-looking statement.
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