8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

September 15, 2014

Date of Report (Date of earliest event reported)

Commission File No. 0-14225

EXAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	94-1741481
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

48720 Kato Road, Fremont, CA 94538

(Address of principal executive offices, zip code)

(510) 668-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously announced, on May 29, 2014, Image Sub Limited (“Sub”), a Cayman Islands exempted company and a wholly owned subsidiary of Exar Corporation (“Exar”), completed and, on June 3, 2014, settled a cash tender offer in which Sub acquired approximately 92% of the outstanding ordinary shares of Integrated Memory Logic Limited., a Cayman Islands exempted company (“iML”), at a price of NT$91.00 per share.

On September 15, 2014, Sub completed the follow-on merger in which Sub merged with and into iML, with iML surviving the merger (the “Merger”). Pursuant to the terms of that certain Merger Agreement, dated April 26, 2014, by and between Sub and iML (the “Merger Agreement”), Sub agreed to pay NT$91.00 per share to the holders of the remaining outstanding ordinary shares of iML, resulting in an aggregate purchase price of approximately NT$6.8 billion for the remaining outstanding shares. The Merger and the tender offer were conducted pursuant to the terms and conditions set forth in the Merger Agreement, that certain Tender Agreement, dated April 26, 2014, by and between Sub and certain shareholders of iML (the “Tender Agreement”), that certain Parent Agreement, dated April 26, 2014, by and between Exar and iML (the “Parent Agreement”), and that certain Guaranty Agreement, dated April 26, 2014, by and between Exar and certain shareholders of iML (the “Tender Agreement Guaranty”), in each case as more fully described in the Current Reports on Form 8-K filed by Exar with the Securities and Exchange Commission on April 30, 2014 and May 30, 2014, which are incorporated by reference herein.

The foregoing summary of each of the Merger Agreement, the Tender Agreement, the Parent Agreement and the Tender Agreement Guaranty does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, the Tender Agreement, the Parent Agreement and the Tender Agreement Guaranty, copies of which are included as Exhibits 2.1, 2.2, 10.1 and 10.2, respectively, to our Current Report on Form 8-K filed on April 30, 2014 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 16, 2014, Exar issued a press release relating to the consummation of the Merger. A copy of the press release is attached as Exhibit 99.3 to this Form 8-K and is incorporated herein by reference. The press release contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.

Item 9.01. Financial Statements and Exhibits.

(a)-(b)      All financial information required by this Item 9.01 in connection with the Merger and the acquisition of the ordinary shares of iML was filed on Amendment No. 1 to our Current Report on Form 8-K/A on August 6, 2014 and is incorporated herein by reference.

(d)             Exhibits.

Exhibit No.	Description
2.1 2.2	Form of Merger Agreement (incorporated by reference to Exhibit 2.1 to Exar’s Form 8-K filed on April 30, 2014) Form of Tender Agreement (incorporated by reference to Exhibit 2.2 to Exar’s Form 8-K filed on April 30, 2014)
10.1 10.2	Form of Parent Agreement (incorporated by reference to Exhibit 10.1 to Exar’s Form 8-K filed on April 30, 2014) Form of Tender Agreement Guaranty (incorporated by reference to Exhibit 10.2 to Exar’s Form 8-K filed on April 30, 2014)
23.1	Consent of Deloitte & Touche, Independent Auditors of Integrated Memory Logic Limited and Subsidiaries. (incorporated by reference to Exhibit 23.1 to Exar’s Form 8-K/A filed on August 6, 2014)
99.1	Audited consolidated financial statements of Integrated Memory Logic Limited and Subsidiaries as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 (incorporated by reference to Exhibit 99.1 to Exar’s Form 8-K/A filed on August 6, 2014).
99.2	Unaudited pro forma condensed combined financial statements as of and for the year ended March 30, 2014 (incorporated by reference to Exhibit 99.2 to Exar’s Form 8-K/A filed on August 6, 2014).
99.3	Press Release dated September 16, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EXAR CORPORATION
	(Registrant)
Date: September 16, 2014	/s/    Ryan A. Benton
	Ryan A. Benton
	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit Index

Exhibit No.	Description
2.1 2.2	Form of Merger Agreement (incorporated by reference to Exhibit 2.1 to Exar’s Form 8-K filed on April 30, 2014) Form of Tender Agreement (incorporated by reference to Exhibit 2.2 to Exar’s Form 8-K filed on April 30, 2014)
10.1 10.2	Form of Parent Agreement (incorporated by reference to Exhibit 10.1 to Exar’s Form 8-K filed on April 30, 2014) Form of Tender Agreement Guaranty (incorporated by reference to Exhibit 10.2 to Exar’s Form 8-K filed on April 30, 2014)
23.1	Consent of Deloitte & Touche, Independent Auditors of Integrated Memory Logic Limited and Subsidiaries. (incorporated by reference to Exhibit 23.1 to Exar’s Form 8-K/A filed on August 6, 2014)
99.1	Audited consolidated financial statements of Integrated Memory Logic Limited and Subsidiaries as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 (incorporated by reference to Exhibit 99.1 to Exar’s Form 8-K/A filed on August 6, 2014).
99.2	Unaudited pro forma condensed combined financial statements as of and for the year ended March 30, 2014 (incorporated by reference to Exhibit 99.2 to Exar’s Form 8-K/A filed on August 6, 2014).
99.3	Press Release dated September 16, 2014

EX-99

 Exhibit 99.3

Press Release

Exar Completes Merger with Integrated Memory Logic

FREMONT, CA, September 16, 2014 – Exar Corporation (NYSE: EXAR), a leading supplier of high-performance integrated circuits and system solutions, has completed its merger with Integrated Memory Logic Limited (iML) a leading provider of power management and color calibration solutions for large and medium-sized flat panel displays used in televisions and tablets. The transaction was completed through a second-step merger to acquire all of the remaining outstanding shares of iML.  As of September 15, 2014, Exar owns 100% of the outstanding stock of iML and iML stock is no longer publicly trading.

“The merger with iML increases the diversity of our served markets and provides significant incremental scale,” said Louis DiNardo, Exar’s President and CEO. “We are very excited about iML’s new product pipeline for display solutions in both large flat panel and tablet applications as well as a the highly differentiated solutions for LED lighting. In LED lighting we can reduce cost and improving reliability. This is a powerful alternative to current solutions and we believe we can capture meaningful market share in this high growth market,” concluded Mr. DiNardo.

Shuen Chang, co-founder and CEO of iML, has been named president of Exar’s new iML display and lighting products. Mr. Chang added, “iML has had a very successful history, and by combining with Exar we will see sales and operational synergies which will enable us to take advantage of our strengths of product and technological leadership and grow our business.”

Exar, through its newly formed Cayman Islands subsidiary, acquired all of the outstanding shares of iML for NT$91.00 (approximately US$3.02) per iML share in cash. The final gross transaction value was approximately US$224 million (NT$6.8 billion), or approximately US$91 million (NT$2.7 billion) net of cash acquired.

About Exar

Exar Corporation designs, develops and markets high-performance integrated circuits and system solutions for the Communications, High-End Consumer, Industrial & Embedded Systems, and Networking & Storage markets. Exar's broad product portfolio includes analog, display, LED lighting, mixed-signal, power management, connectivity, data management, and video processing solutions. Exar has locations worldwide providing real-time customer support. For more information about Exar, visit http://www.exar.com

About iML

Integrated Memory Logic (iML) is a fabless semiconductor company, which develops and markets application specific analog, power management, and mixed signal integrated circuits. iML ICs are optimized primarily for the display, mobile systems and lighting markets. The Company is an industry leader in the field of color control management, and has an extensive portfolio of products in power management and LED drivers. iML maintains a strong footprint close to its customers and supply chain in Asia, and markets extensively to OEMs and system manufacturing houses in China, Taiwan, Korea and Japan. Founded in 1996, the Company has offices in the US and Asia. For more information about iML, visit http://www.iml-inc.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In particular, the statements regarding the expected impact on Exar’s financial results, benefits and synergies of the transaction, future products, and expected integration of iML’s product offering are forward-looking statements. The forward-looking statements are dependent on certain risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed herein. Exar urges investors to review in detail the risks and uncertainties and other factors described in its Securities and Exchange Commission, or SEC, filings, including, but not limited to, under the captions “Risk Factors”, “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our public reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 30, 2014 and the Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2014, which are on file with the SEC and are available on our Investor webpage and on the SEC website at www.sec.gov. Exar assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

For Press Inquiries Contact: press@exar.com

For Investor Relations Contact:

Ryan Benton, SVP and CFO

Phone: (510) 668-7000

Email: investorrelations@exar.com,

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