UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
VOLTERRA SEMICONDUCTOR CORPORATION
(Name of Subject Company (Issuer))
VICTORY MERGER SUB, INC.
a Wholly Owned Subsidiary of
MAXIM INTEGRATED PRODUCTS, INC.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.001
(Title of Class of Securities)
928708106
(CUSIP Number of Class of Securities)
Mark Casper
Associate General Counsel, Managing Director, Legal
Maxim Integrated Products, Inc.
160 Rio Robles
San Jose, California 95134
408-601-1000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
With Copies to:
Matthew Gemello
Baker & McKenzie LLP
660 Hansen Way
Palo Alto, California 94304
650-856-5541
CALCULATION OF FILING FEE
Transaction Valuation (1) | Amount Of Filing Fee (2) | |
$600,299,004 |
$81,881 |
(1) | Estimated solely for purposes of calculating amount of filing fee. The transaction value was calculated by adding (1) the product of (a) $23.00 and (b) 25,053,874 shares of common stock, par value $0.001 per share (the Shares), of Volterra Semiconductor Corporation issued and outstanding on August 26, 2013 and (2) the product of (a) the difference between (x) $23.00 and (y) an exercise price of $14.40 (the weighted-average exercise price of the vested, in-the-money and outstanding options), and (b) 2,797,663 Shares issuable pursuant to vested, in-the-money and outstanding options as of August 26, 2013. |
(2) | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2013, issued August 31, 2012, revised October 2012, by multiplying the transaction value by 0.00013640. |
x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $81,881 | Filing Party: Victory Merger Sub, Inc., Maxim Integrated Products, Inc. | |
Form or Registration No.: Schedule TO-T | Date Filed: August 30, 2013 |
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
x | third-party tender offer subject to Rule 14d-1. |
¨ | issuer tender offer subject to Rule 13e-4. |
¨ | going-private transaction subject to Rule 13e-3. |
¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 1 (Amendment No. 1) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the SEC) on August 30, 2013 (the Schedule TO) and relates to the offer of Victory Merger Sub, Inc., a Delaware corporation (the Purchaser), to purchase all outstanding shares of common stock, par value $0.001 (Shares), of Volterra Semiconductor Corporation, a Delaware corporation (Volterra), at a price of $23.00 per Share, net in cash, without interest (less any required withholding taxes) (the Offer Price), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 30, 2013 (together with any amendments or supplements thereto, the Offer to Purchase) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the Letter of Transmittal and, together with the Offer to Purchase, the Offer), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Purchaser is a wholly owned subsidiary of Maxim Integrated Products, Inc., a Delaware corporation (Maxim). This Amendment No. 1 is being filed on behalf of Maxim and the Purchaser.
All the information set forth in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.
ITEM 11. | ADDITIONAL INFORMATION |
Item 11 of the Schedule TO, and the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below.
Section 16 of the Offer to Purchase entitled Certain Legal Matters; Regulatory Approvals is hereby amended and supplemented by adding the following section to be entitled Legal Proceedings:
On September 5, 2013, a complaint captioned Alan Posner v. Volterra Semiconductor Corporation, et. al. (the Complaint) was filed in connection with the transactions contemplated by the Merger Agreement with the Superior Court of the State of California in the County of Alameda. The Complaint is a purported shareholder class action and names as defendants Volterra, Maxim, the Purchaser and the members of the Volterra Board. The plaintiff alleges that the members of the Volterra Board breached their fiduciary duties to Volterras stockholders in connection with the Offer, the Merger and the related transactions, and further alleges that Maxim and the Purchaser aided and abetted the purported breaches of fiduciary duties. In support of their purported claims, the plaintiffs allege that the proposed transaction between Volterra and Maxim involves an unfair price and an inadequate sales process, includes preclusive deal protection devices and that Volterras officers and the Volterra Board will receive personal benefits not available to Volterras public stockholders as a result of the Merger Agreement. The plaintiffs further allege that Volterra has failed to make adequate disclosures relating to the background of the Offer, Goldman Sachs financial analysis with respect to the Offer and the Merger and concerning alleged conflicts of interest of Goldman Sachs and Stifel. The plaintiffs seek to enjoin the Offer, the Merger and the related transactions, to rescind such transactions and obtain damages. The plaintiffs also seek attorneys and expert fees and costs. Each of Volterra and Maxim believe that the plaintiffs purported respective claims against them lack merit and each of them intend to contest the respective claims against them vigorously. It is possible that additional similar complaints may be filed in the future. If this does occur, absent new or different allegations which are material, Maxim and the Purchaser do not intend to announce the filing of any similar complaints.
The section of the Offer to Purchase entitled Antitrust in Section 16 of the Offer to Purchase entitled Certain Legal Matters; Regulatory Approvals is hereby amended and supplemented by deleting the second paragraph and replacing it in its entirety with the following:
Under the HSR Act, the purchase of Shares in the Offer may not be completed until the expiration of a 15-calendar-day waiting period following the filing of certain required information and documentary material concerning the Offer and the Merger with the FTC and the Antitrust Division, unless the waiting period is earlier terminated by the FTC and the Antitrust Division. On August 22, 2013, the
parties filed Premerger Notification and Report Forms under the HSR Act, containing this information and documentary material, with the FTC and the Antitrust Division in connection with the purchase of Shares in the Offer and the Merger. The applicable waiting period under the HSR Act relating to the purchase of Shares in the Offer and the Merger expired at 11:59 p.m., New York City time, on September 6, 2013. Accordingly, the condition of the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied. On September 9, 2013, Maxim issued a press release announcing the expiration of the waiting period under the HSR Act. The full text of the press release is attached as Exhibit (a)(5)(H) to the Schedule TO and is incorporated herein by reference.
ITEM 12. | EXHIBITS |
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
(a)(5)(H) | Press Release issued by Maxim Integrated Products, Inc. on September 9, 2013. |
SIGNATURE
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: September 9, 2013
VICTORY MERGER SUB, INC. | ||
By: | /s/ Mark Casper | |
Name: | Mark Casper | |
Title: | President and Secretary | |
MAXIM INTEGRATED PRODUCTS, INC. | ||
By: | /s/ Mark Casper | |
Name: | Mark Casper | |
Title: | Secretary |
EXHIBIT INDEX
(a)(1)(A) | Offer to Purchase, dated August 30, 2013. | |
(a)(1)(B) | Form of Letter of Transmittal. | |
(a)(1)(C) | Form of Notice of Guaranteed Delivery. | |
(a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(E) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
(a)(1)(F) | Form of Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form. | |
(a)(2) | Not applicable. | |
(a)(3) | Not applicable. | |
(a)(4) | Not applicable. | |
(a)(5)(A) | Press Release issued by Maxim Integrated Products, Inc. on August 15, 2013 (incorporated by reference to Exhibit 99.1 to Maxim Integrated Products, Inc.s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on August 22, 2013). | |
(a)(5)(B) | Slides presented during the conference call hosted on dated August 15, 2013 (incorporated by reference to Exhibit 99.1 to Maxim Integrated Products, Inc.s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on August 22, 2013). | |
(a)(5)(C) | Copy of transcript of conference call hosted on dated August 15, 2013 (incorporated by reference to Exhibit 99.2 to Maxim Integrated Products, Inc.s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on August 22, 2013). | |
(a)(5)(D) | Communication sent on behalf of Jeffrey J. Staszak, President and CEO of Volterra Semiconductor Corporation, to customers of Volterra Semiconductor Corporation (incorporated by reference to Maxim Integrated Products, Inc.s Schedule TO filed with the Securities and Exchange Commission on August 22, 2013). | |
(a)(5)(E) | Communication sent on behalf of Jeffrey J. Staszak, President and CEO of Volterra Semiconductor Corporation, to employees of Volterra Semiconductor Corporation (incorporated by reference to Maxim Integrated Products, Inc.s Schedule TO filed with the Securities and Exchange Commission on August 22, 2013). | |
(a)(5)(F) | Communication sent on behalf of Jeffrey J. Staszak, President and CEO of Volterra Semiconductor Corporation, to suppliers of Volterra Semiconductor Corporation (incorporated by reference to Maxim Integrated Products, Inc.s Schedule TO filed with the Securities and Exchange Commission on August 22, 2013). | |
(a)(5)(G) | Summary Advertisement published in The New York Times on August 30, 2013. | |
(a)(5)(H) | Press Release issued by Maxim Integrated Products, Inc. on September 9, 2013.* |
(b) | Not applicable. | |
(d)(1) | Agreement and Plan of Merger, made and entered into as of August 15, 2013, by and among Maxim Integrated Products, Inc., Victory Merger Sub, Inc. and Volterra Semiconductor Corporation (incorporated by reference to Exhibit 2.1 to Maxim Integrated Products, Inc.s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on August 22, 2013). | |
(d)(2) | Tender and Support Agreement, made and entered into as of August 15, 2013, by and among Maxim Integrated Products, Inc., Victory Merger Sub, Inc. and the stockholders of Volterra Semiconductor Corporation set forth on Exhibit A thereto (incorporated by reference to Exhibit 2.2 to Maxim Integrated Products, Inc.s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on August 22, 2013). | |
(g) | Not applicable. | |
(h) | Not applicable. | |
Previously filed. | ||
* Filed herewith. |
Exhibit (a)(5)(H)
Press Release
Media Contact: LuAnn Walden, Corporate Communications Maxim Integrated (408) 601-5430 luann.walden@maximintegrated.com |
Financial Contacts: Venk Nathamuni, Investor Relations Maxim Integrated (408) 601-5293 venk.nathamuni@maximintegrated.com | |
Mike Burns, Chief Financial Officer Volterra Semiconductor (510) 743-1336 mburns@volterra.com |
Maxim Integrated Announces Receipt of U.S. Antitrust Clearance Following Expiration of Applicable Waiting Period for Acquisition of Volterra Semiconductor
SAN JOSE, CA September 9, 2013 Maxim Integrated Products, Inc. (NASDAQ:MXIM) announced it has received antitrust clearance from the U.S. antitrust agencies for its acquisition of Volterra Semiconductor Corporation (NASDAQ:VLTR) following the expiration of the relevant waiting period.
With respect to the previously commenced cash tender offer to purchase all outstanding shares of common stock of Volterra, the parties submitted their respective filings required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) on August 22, 2013 and the applicable waiting period under HSR expired at 11:59 p.m., New York City time, September 6, 2013. HSR clearance satisfies one of the conditions to consummate the tender offer.
As announced on August 15, 2013, Maxim and Volterra entered into a definitive merger agreement under which Maxim would acquire Volterra for $23 per share in a transaction valued at approximately $605 million equity value or $450 million net of Volterras cash position of approximately $155 million.
About Maxim Integrated
At Maxim Integrated, we put analog together in a way that sets our customers apart. In Fiscal 2013, we reported revenues of $2.44 billion.
About Volterra
Volterra Semiconductor Corporation, headquartered in Fremont, CA, designs, develops, and markets leading edge silicon solutions for low-voltage power delivery. The Companys product portfolio is focused on advanced switching regulators for the computer, datacom, storage, and portable markets. Volterra operates as a fabless semiconductor company utilizing world-class foundries for silicon supply. The Company is focused on creating products with high intellectual property content that match specific customer needs. For more information please visit www.Volterra.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements generally can be identified by phrases such as Maxim, Volterra or management of either company believes, expects, anticipates, foresees, forecasts, estimates or other words or phrases of similar import. Similarly, statements herein that describe the proposed transaction, including its financial impact, and other statements of managements beliefs, intentions or goals also are forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies or the price of Maxim or Volterra stock. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: the ability of the parties to consummate the proposed merger and the satisfaction of the conditions precedent to consummation of the proposed merger, including the ability to secure regulatory approvals at all or in a timely manner; the ability of Maxim to successfully integrate Volterras operations, product lines and technology and realize additional opportunities for growth; the ability of Maxim to realize synergies in terms of growth and cost savings; and the other risks and important factors contained and identified in Maxims and
Volterras most recent Annual Report on Form 10-K, and other SEC filings of the companies, that could cause actual results to differ materially from the forward-looking statements. All forward-looking statements included in this news release are made as of the date hereof, based on the information available to Maxim as of the date hereof, and Maxim assumes no obligation to update any forward-looking statement except as required by law.
Important Additional Information and Where to Find It
This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Volterras stock. On August 30, 2013, Maxim filed with the U.S. Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO and related exhibits, including an offer to purchase, letter of transmittal, and other related documents. Also on August 30, 2013, Volterra filed with the SEC a solicitation/recommendation statement on Schedule 14D-9. Stockholders should read the offer to purchase and solicitation/recommendation statement and the tender offer statement on Schedule TO (in each case, as may be amended from time to time) and related exhibits, as they contain important information about the tender offer. Stockholders can obtain these documents free of charge from the SECs website at www.sec.gov or by contacting the investor relations departments of Maxim or Volterra.