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| [April 23, 2012] |
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GigOptix Announces Extension of the Expiration Date of Its Modified Dutch Auction Tender Offer to Purchase up to $2.0 Million of Its Common Stock
SAN JOSE, Calif. --(Business Wire)--
GigOptix, Inc. (OTCQX:GGOX) ("GigOptix"), a leading fabless supplier of
semiconductor and optical components that enable high speed information
streaming, announced today the extension of the expiration date of its
modified "Dutch auction" tender offer to purchase shares of its common
stock. GigOptix has extended the tender offer in connection with today's
announcement of the Wednesday, April 25, 2012 commencement of listing of
GigOptix' common stock on the NYSE Amex. Formerly set to expire at 11:59
p.m., New York City time, on Tuesday, April 24, 2012, the tender offer
has now been extended to 11:59 p.m., New York City time, on Tuesday, May
15, 2012, unless the tender offer is terminated or further extended (the
"Expiration Date").
As of 5:00 p.m., New York City time, on April 22, 2012, tenders had been
received with respect to 618,545 common shares, representing
approximately 2.87% of the common shares outstanding.
Under the terms of the tender offer, GigOptix has offered to purchase up
to $2.0 million in value of its common stock at a price not greater than
$3.10 nor less than $2.85 per share. In accordance with the rules of the
Securities and Exchange Commission, GigOptix may increase the value of
shares purchased in the offer by no more than 2% of the outstanding
shares without amending or extending the tender offer. The closing price
of GigOptix' common stock on the OTC Bulletin Board on March 27, 2012,
the date immediately prior to the commencement of the tender offer, was
$2.70.
Under the tender offer, stockholders will continue to have the
opportunity to indicate how many shares, and at what price(s) they wish
to tender their shares, within the specified price range. Based on the
number of shares tendered and the prices specified by the tendering
stockholders, GigOptix will determine the lowest price per share within
the range that will allow GigOptix to purchase $2.0 million in value of
its common stock, or a lower amount depending on the number of shares
properly tendered and not properly withdrawn. All shares purchased by
GigOptix will be purchased at the same price.
If the tender offer is fully subscribed, then $2.0 million in value of
GigOptix' common stock will be purchased, representing approximately
2.99% to 3.25% of GigOptix' issued and outstanding shares of common
stock as of March 26, 2012. If, based on the final purchase price
determined in the tender offer, more than $2.0 million in value of
shares are properly tendered and not properly withdrawn, then GigOptix
will purchase shares tendered at or below the per share purchase price
on a pro rata basis as specified in the offer to purchase, which
is being distributed to stockholders. The tender offer continues to not
be conditioned upon any minimum number of shares being tendered, but
will be subject to other conditions that are described in the offer to
purchase. GigOptix will fund share purchases in the tender offer with
cash on hand.
The revised offer to purchase, the revised letter of transmittal and the
related related materials are beig filed with the Securities and
Exchange Commission. Stockholders who have questions or would like
additional copies of the tender offer documents may call the information
agent, Innisfree M&A Incorporated, toll-free at (888) 750-5834. Banks
and brokers may call collect at (212) 750-5833.
While GigOptix' board of directors has approved the making of the tender
offer, none of GigOptix, its board of directors, the depositary or the
information agent makes any recommendation to any stockholder as to
whether to tender or refrain from tendering any shares or as to the
price or prices at which stockholders may choose to tender their shares.
GigOptix has not authorized any person to make any such recommendation.
Stockholders must decide whether to tender their shares and, if so, how
many shares to tender and at what price or prices. In doing so,
stockholders should carefully evaluate all of the information in the
offer to purchase, the letter of transmittal and the related materials
before making any decision with respect to the tender offer and should
consult their own financial and tax advisors.
GigOptix' directors and executive officers have advised GigOptix that
they do not intend to tender their shares in the tender offer. The
tender offer will increase the proportional holdings of any stockholder
that does not tender its shares into the tender offer.
About GigOptix
GigOptix is a leading fabless supplier of semiconductor and optical
components that enable high-speed end-to-end information streaming over
the network and address emerging high-growth opportunities in the
communications, industrial, defense and avionics industries. The Company
offers a unique broad portfolio of Drivers, TIAs and TFPSTM optical
modulators for 40G and 100G fiber-optic telecommunications and
data-communications networks, and high performance MMIC solutions that
enable next generation wireless microwave systems up to 90GHz and
drivers,. GigOptix also offers a wide range of digital and mixed-signal
ASIC solutions and enables product lifetime extension through its
GigOptix Sunset Rescue Program. To learn more about GigOptix, visit www.gigoptix.com.
Tender Offer Statement
This press release is for informational purposes only and is neither an
offer to buy nor the solicitation of an offer to sell, any shares of
GigOptix common stock. The full details of the tender offer, including
complete instructions on how to tender shares, are included in the
revised offer to purchase, the revised letter of transmittal and related
revised materials, which are being filed with the Securities and
Exchange Commission. Stockholders should read carefully the revised
offer to purchase, the revised letter of transmittal and other related
revised materials because they contain important information.
Stockholders may obtain free copies of the offer to purchase and other
related materials at the Securities and Exchange Commission's website at www.sec.gov.
In addition, stockholders also may obtain a copy of these documents,
free of charge, by calling Innisfree M&A Incorporated, GigOptix'
information agent for the tender offer, at (888) 750-5834. Stockholders
are urged to read these materials carefully prior to making any decision
with respect to the offer.
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,
including the bringing of products to market with full documentation.
Such statements contain words such as "will," and "expect," or the
negative thereof or comparable terminology, and include (without
limitation) statements regarding growth, opportunities, continued
traction, contracts, 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: whether the listing conditions for
listing the Company's common stock on the NYSE Amex remain satisfied
until GigOptix common stock is listed on the NYSE Amex, factors that may
affect the integration and results of GigOptix' merger with Endwave (News - Alert),
unexpected occurrences that deter the full documentation and "bring to
market" plan for products that were developed this year and last year,
trends and fluctuations in the industry, changes in demand and
purchasing volume of customers, unpredictability of suppliers, our
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,
further adjustment to the Endwave restructuring expenses, and the
ability to maintain and continue relationships with government agencies.
Additional factors that could cause actual results to differ are
discussed under the heading "Risk Factors" and in other sections of the
company's filings with the SEC (News - Alert), and in the company's other current and
periodic reports filed or furnished from time to time with the SEC. All
forward-looking statements in this press release are made as of the date
hereof, based on information available to the company as of the date
hereof, and the company assumes no obligation to update any
forward-looking statement.

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