-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SctAKHAO7gnQgvzKlC827tKm6obRObJUWGktJlpPzEVlvxYXYxjQreu1BeuVdGqV /xvh26nGjb037oMqDKPXcQ== 0000891836-99-000348.txt : 19990514 0000891836-99-000348.hdr.sgml : 19990514 ACCESSION NUMBER: 0000891836-99-000348 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990513 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VLSI TECHNOLOGY INC CENTRAL INDEX KEY: 0000704386 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942597282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-34648 FILM NUMBER: 99619199 BUSINESS ADDRESS: STREET 1: 1109 MCKAY DRIVE STREET 2: M-STOP 19 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084343000 MAIL ADDRESS: STREET 1: 1109 MCKAY DRIVE-MAILSTOP 19 STREET 2: DOUG RUSCH CITY: SAN JOSE STATE: CA ZIP: 95131- FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KONINKLIJKE PHILIPS ELECTRONICS NV CENTRAL INDEX KEY: 0000313216 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: REMBRANDT TOWER AMSTELPLEIN 1 STREET 2: 1096 HA AMSTERDAM CITY: THE NETHERLANDS MAIL ADDRESS: STREET 1: REMBRANDT TOWER AMSTELPLEIN 1 STREET 2: 1096 HA AMSTERDAM CITY: THE NETHERLANDS FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS ELECTRONICS N V DATE OF NAME CHANGE: 19930727 SC 14D1/A 1 AMENDMENT NO. 9 TO TENDER OFFER STATEMENT ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE 14D-1 (AMENDMENT NO. 9) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------- VLSI TECHNOLOGY, INC. (NAME OF SUBJECT COMPANY) KPE ACQUISITION INC. KONINKLIJKE PHILIPS ELECTRONICS N.V. (ROYAL PHILIPS ELECTRONICS) (BIDDERS) COMMON STOCK, PAR VALUE $.01 PER SHARE (INCLUDING THE ASSOCIATED RIGHTS) (TITLE OF CLASS OF SECURITIES) 981270109 (CUSIP NUMBER OF CLASS OF SECURITIES) WILLIAM E. CURRAN PRESIDENT 1251 AVENUE OF THE AMERICAS 20TH FLOOR NEW YORK, NEW YORK 10020 212-536-0500 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPIES TO: NEIL T. ANDERSON, ESQ. SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NEW YORK 10004 (212) 558-4000 ================================================================================ This Amendment No. 9 amends the Tender Offer Statement on Schedule 14D-1 filed on March 5, 1999 (the "Schedule 14D-1") by Koninklijke Philips Electronics N.V., a company incorporated under the laws of The Netherlands ("Royal Philips"), and KPE Acquisition Inc. (the "Purchaser"), a Delaware corporation and an indirect wholly owned subsidiary of Royal Philips, with respect to the Purchaser's offer to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Common Stock"), including the associated rights to purchase preferred stock (the "Rights" and, together with the Common Stock, the "Shares") of VLSI Technology, Inc., a Delaware corporation (the "Company"), pursuant to the Offer to Purchase, dated March 5, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), which were filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-1, respectively. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Offer to Purchase. ITEM 10. ADDITIONAL INFORMATION. On May 12, 1999, Royal Philips issued a press release announcing that the Expiration Date of the Offer, which was scheduled for 12:00 midnight, New York City time, Friday, May 14, 1999, has been extended to 12:00 midnight, New York City time, on Tuesday, June 1, 1999, unless the Offer is further extended. A copy of the press release is filed herewith as Exhibit (a)(21) and is incorporated by reference herein. As set forth in the press release, the Expiration Date was extended because Royal Philips concluded, based upon the information it collected pursuant to the access provisions of the Merger Agreement, that it is required to make a filing with the Bundeskartellamt, the antitrust authority in Germany. Accordingly, Philips intends to make such filing on May 17, 1999. The Bundeskartellamt is obliged to decide within the one-month period following the filing whether to clear the transaction or to start a second-stage investigation. Second-stage decisions must be rendered within four months from the date of the filing. The four-month period may be extended with the consent of the filing party. Under German law, a transaction may be prohibited only if it is likely that it will create or strengthen a dominant position. Philips will request that the one-month waiting period following its filing terminate by May 31, 1999, although there can be no assurances that its request will be granted. The Expiration Date was also extended in order to allow Royal Philips and VLSI to enter into arrangements with the United States government so that Royal Philips' acquisition of the Shares would not present national security concerns on account of the Company being a party to contracts with the United States government. Obtaining such arrangements that are satisfactory to Royal Philips is a condition to the closing of the Offer. Today, Royal Philips and VLSI expect to file a joint Voluntary Notice pursuant to the Exon-Florio Amendment and the final regulations thereunder. Therefore, the last date in which CFIUS could announce that it intends to commence an investigation into the transaction is 30 days later, or June 13, 1999. Royal Philips intends to request that CFIUS notify Philips prior to the expiration of the 30 day period that CFIUS does not intend to investigate. If the waiting period under the German antitrust law is terminated prior to its expiration and Royal Philips, the Company and relevant authorities of the United States government reach a mutually satisfactory arrangement regarding any national security concerns resulting from the transaction, then based upon Royal Philips' assessment of the likelihood that CFIUS would commence an investigation, Royal Philips would consider closing the Offer before CFIUS makes such announcement. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a)(21) Press release issued by Royal Philips and the Company, dated May 12, 1999, announcing the extension of the Expiration Date. -2- SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 13, 1999 KONINKLIJKE PHILIPS ELECTRONICS N.V. By: /s/ GUIDO R.C. DIERICK ------------------------------------- Name: Guido R.C. Dierick Title: Director and Deputy Secretary KPE ACQUISITION INC. By: /s/ BELINDA CHEW ------------------------------------- Name: Belinda Chew Title: Vice President -3- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- (a)(21) Press release issued by Royal Philips and the Company, dated May 12, 1999, announcing the extension of the Expiration Date. -4- EX-99 2 PRESS RELEASE, DATED MAY 12, 1999 Exhibit (a)(21) [PHILIPS LOGO] ROYAL PHILIPS ELECTRONICS EXTENDS $21 PER SHARE CASH TENDER OFFER FOR VLSI TECHNOLOGY - -------------------------------------------------------------------------------- SUNNYVALE, CA, MAY 12, 1999 - Royal Philips Electronics (NYSE:PHG), today announced that it is extending the expiration date of its $21.00 per share cash tender offer to acquire all of the outstanding shares of VLSI Technology, Inc. (Nasdaq:VLSI) to 12:00 midnight, New York City time on Tuesday, June 1, 1999, unless the tender offer is further extended. At the close of business on May 11, 1999, approximately 2,370,000 shares of VLSI's common stock had been validly tendered and not withdrawn pursuant to Philips' tender offer. The tender offer was scheduled to expire at 12:00 midnight, New York City time, on Friday, May 14, 1999. The expiration date was extended in order to allow for the resolution of the regulatory issues described below. Philips and VLSI are discussing arrangements with relevant United States authorities to ensure that Philips' acquisition of VLSI would not present national security concerns based on VLSI's government contracts. Though no assurance can be given, Philips expects to reach such arrangements. In addition, after completing collection of information about VLSI's business, Philips determined that it is required to make an antitrust filing in Germany. Accordingly, Philips intends to make such filing on May 17, 1999, as to which a 30-day waiting period applies. Although there can be no assurances that its request will be granted, Philips will request that the waiting period terminate on May 31, 1999. # # # Royal Philips Electronics of the Netherlands is one of the world's biggest electronics companies and Europe's largest, with sales of US$33.9 billion in 1998. It is a global leader in color television sets, lighting, electric shavers, color picture tubes for televisions and monitors, and one-chip TV products. Its 233,700 employees in more than 60 countries are active in the areas of lighting, consumer electronics, domestic appliances, components, semiconductors, medical systems, business electronics, and IT services (Origin). Philips is quoted on the NYSE, London, Frankfurt, Amsterdam and other stock exchanges. News from Philips is located at www.news.philips.com. CONTACTS: Royal Philips Electronics George Sard/David Reno Jeremy Cohen Sard Verbinnen & Co 31-20-597-7213 212/687-8080 Jodi Guilbault Philips Semiconductors 408/991-2332 Jodi.Guilbault@sv.sc.philips.com www.semiconductors.philips.com -----END PRIVACY-ENHANCED MESSAGE-----