-----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, I4MPkRgUHULjMGKt5XXRmNAzEjXnXitRpJ+Ue1gW+WWR6U5rnndj674mKtnN6I4H jnlpWrClH/gPeAbAaPy2bA== 0000950134-06-022537.txt : 20061204 0000950134-06-022537.hdr.sgml : 20061204 20061201213313 ACCESSION NUMBER: 0000950134-06-022537 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061204 DATE AS OF CHANGE: 20061201 EFFECTIVENESS DATE: 20061204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE SEMICONDUCTOR CORP /DE/ CENTRAL INDEX KEY: 0000913293 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770057842 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22594 FILM NUMBER: 061252601 BUSINESS ADDRESS: STREET 1: 2575 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054-2914 BUSINESS PHONE: 4088554900 MAIL ADDRESS: STREET 1: 2575 AUGUSTINE DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054-2914 DEFA14A 1 f25584d1defa14a.htm DEFA14A defa14a
 

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
    o Preliminary Proxy Statement
 
    o Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2))
 
    o Definitive Proxy Statement
 
    o Definitive Additional Materials
 
    þ Soliciting Material Pursuant to §240.14a-12
Alliance Semiconductor Corporation
(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
             
þ   No fee required.
o   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
    1 )   Title of each class of securities to which transaction applies:
 
    2 )   Aggregate number of securities to which transaction applies:
 
    3 )   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
 
    4 )   Proposed maximum aggregate value of transaction:
 
    5 )   Total fee paid:
 
           
o   Fee paid previously with preliminary materials.
o   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
    1 )   Amount Previously Paid:
 
    2 )   Form, Schedule or Registration Statement No.:
 
    3 )   Filing Party:
 
    4 )   Date Filed:
 
 

 

 

Filed by Alliance Semiconductor Corporation
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Alliance Semiconductor Corporation
Commission File No.: 000-22594
FOR IMMEDIATE RELEASE
ALLIANCE SEMICONDUCTOR ANNOUNCES AGREEMENT TO SELL
VENTURE PORTFOLIO TO QTV CAPITAL
SANTA CLARA, Calif.—(BUSINESS WIRE)—December 1, 2006— Alliance Semiconductor Corporation today announced that it has signed an agreement with QTV Capital Limited for the sale of a portfolio of venture securities held by five Alliance investment partnerships. Under the terms of the agreement, QTV Capital has agreed to pay $123.6 million in cash for the limited partnership and general partnership interests in the five Alliance partnerships that collectively hold a number of private company investments. The transaction is subject to various standard closing conditions, including approval by Alliance’s stockholders. The parties will seek to complete the transaction as promptly as practicable, and expect the transaction to close by the end of the first calendar quarter of 2007. The transaction does not include the sale of Alliance’s interests held by Solar Venture Partners, LP. In addition, certain other minor investments held by the five partnerships are not being sold in the transaction.
Mel Keating, President and CEO of Alliance said, “This agreement represents a significant next step in our plan to return value for Alliance stockholders and follows on the sale of our operating businesses earlier this year. We continue to evaluate all available alternatives and do not currently have any plans for a distribution to stockholders upon the consummation of this transaction. We began investigating the sale of our venture investments in early 2006, and directed investment banking firm Needham & Company, LLC to assist us in this effort. This agreement represents the culmination of an extensive bidding process in which numerous parties expressed interest. We are grateful to Needham & Company for their assistance and believe that we have thoroughly explored available alternatives.”

 

 

QTV Capital is a successful venture capital fund located in Silicon Valley. QTV Capital’s financial partner in the transaction is Pantheon Ventures, Inc., a leading global private equity fund-of-funds manager. “We are pleased to be selected by the Alliance board for this purchase and look forward to adding our operational management experience to the Alliance portfolio companies, helping them produce the best outcome possible for their shareholders,” said Maury Domengeaux, Managing Director, QTV Capital.
Forward-Looking Statements
Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events. Words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “is expected,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will be,” “will continue,” “may,” “becoming,” “receiving” or similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. We caution that while we make such statements in good faith and we believe such statements are based on reasonable assumptions, including without limitation, management’s examination of historical operating trends, data contained in records, and other data available from third parties, we cannot assure you that our projections will be achieved. In addition to other factors and matters discussed from time to time in our filings with the U.S. Securities and Exchange Commission, or the SEC, some important factors that could cause actual results or outcomes for the Company or our subsidiaries to differ materially from those discussed in forward-looking statements include: changes in general economic conditions in the markets in which we may compete and fluctuations in demand in the semiconductor and communications industries; the possibility of unsatisfied closing conditions related to announced transactions; our ability to sustain historical margins; increased competition; increased costs; increases in our cost of borrowings or unavailability of debt or equity capital on terms considered reasonable by management if the need for financing arises; litigation; and adverse state, federal or foreign legislation or regulation or adverse determinations by regulators. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors.
Additional Information and Where to Find It
This communication may be deemed to be soliciting material in respect of the proposed transaction between Alliance Semiconductor and QTV Capital. In connection with the proposed transaction, Alliance Semiconductor will be filing a proxy statement and other relevant documents concerning the transaction with the Securities and Exchange Commission (SEC). STOCKHOLDERS OF ALLIANCE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other documents filed with the SEC may be obtained free of charge at the SEC’s website at http:/www.sec.gov.
Alliance Semiconductor and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Alliance common stock in respect

 

 

of the proposed transaction. Information about the directors and executive officers of Alliance Semiconductor is set forth in Alliance’s Annual Report on Form 10-K filed with the SEC on August 9, 2006, and additional information regarding their interests in the solicitation will be set forth in a proxy statement that will be filed by Alliance relating to the proposed transaction.
Contacts:
Alliance Semiconductor Corporation, Santa Clara, CA
Melvin L. Keating, President and Chief Executive Officer

408-855-4900
QTV Capital Limited, Saratoga, CA
Maury Domengeaux, Managing Director

408-865-0685

 

-----END PRIVACY-ENHANCED MESSAGE-----