Morgan Stanley & Co. LLC is serving as financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Littelfuse. Needham & Company, LLC is serving as financial advisor and Latham & Watkins LLP is serving as legal counsel to IXYS.
Conference Call and Webcast Information
Littelfuse will hold a conference call for investors on Monday, August 28, 2017 at 8am Central/9am Eastern to discuss this announcement. The call will be broadcast live and can be accessed at www.Littelfuse.com. The accompanying presentation and archived webcast will be available on the Events & Presentations page of the Investor Relations section of the company’s website.
About Littelfuse
Founded in 1927, Littelfuse is the world leader in circuit protection with growing global platforms in power control and sensing. The company serves customers in the electronics, automotive and industrial markets with technologies including fuses, semiconductors, polymers, ceramics, relays and sensors. Littelfuse has over 10,000 employees in more than 40 locations throughout the Americas, Europe and Asia. For more information, please visit the Littelfuse website: Littelfuse.com.
About IXYS
Since its founding in Silicon Valley in 1983, IXYS has been a worldwide pioneer in the development of power semiconductors, solid state relays, high voltage integrated circuits, and microcontrollers. With an end customer base of over 3,500 across the industrial, communications, consumer, medical and transportation industries, IXYS is a worldwide recognized provider of advanced semiconductors. Additional information may be obtained by visiting the IXYS website at IXYS.com.
Note:
(1) Based on Littelfuse’s closing stock price on August 25, 2017 per Bloomberg. Enterprise value inclusive of approximately $95 million net cash position.
(2) Excluding one-time acquisition and integration related costs
Forward Looking Statements
This press release contains forward-looking statements, which address a variety of subjects including, for example, the expected timetable for closing of the proposed transaction between Littelfuse, Inc. (“Littelfuse”) and IXYS Corporation (“IXYS”) and the expected benefits and synergies of the proposed transaction. Statements that are not historical facts, including statements about Littelfuse’s and IXYS’ beliefs, plans and expectations, are forward-looking statements. Such statements are based on current expectations of Littelfuse’s and IXYS’ management and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: the ability to satisfy the conditions to closing of the proposed transaction, on the expected timing or at all; the ability to obtain required regulatory approvals for the proposed transaction, on the expected timing or at all; the occurrence of any event that could give rise to the termination of the merger agreement; the risk of stockholder litigation relating to the proposed transaction, including resulting expense or delay; higher than expected or unexpected costs associated with or relating to the proposed transaction; the risk that expected benefits, synergies and growth prospects of the proposed transaction may not be achieved in a timely manner, or at all; the risk that IXYS’ business may not be successfully integrated with Littelfuse’s following the closing; the risk that Littelfuse and IXYS will be unable to retain and hire key personnel; and the risk that disruption from the proposed transaction may adversely affect Littelfuse’s or IXYS’ business and their respective relationships with customers, suppliers or employees. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to both Littelfuse’s and IXYS’ filings with the Securities and Exchange Commission (“SEC”), including the risk factors contained in each of Littelfuse’s and IXYS’ most recent Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except as required by law, neither Littelfuse nor IXYS undertakes any obligation to update forward-looking statements made by it to reflect new information, subsequent events or circumstances.
Important Additional Information Will Be Filed with the SEC
In connection with the proposed transaction, Littelfuse and IXYS intend
to file relevant information with the SEC, including a registration
statement of Littelfuse on Form S-4 (the “registration statement”) that
will include a proxy statement of IXYS and that will also constitute a
prospectus of Littelfuse (the “proxy statement/prospectus”). INVESTORS
AND SECURITY HOLDERS OF IXYS ARE URGED TO CAREFULLY READ THE ENTIRE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT LITTELFUSE, IXYS AND THE
PROPOSED TRANSACTION. The registration statement, proxy
statement/prospectus and other documents filed by Littelfuse with the
SEC may be obtained free of charge at Littelfuse’s website at
www.littelfuse.com
or at the SEC’s website at
www.sec.gov .
These documents may also be obtained free of charge from Littelfuse by
requesting them by mail at Littelfuse, Inc., 8755 West Higgins Road,
Suite 500, Chicago, Illinois 60631, Attention: Investor Relations, or by
telephone at (773) 628-1000. The documents filed by IXYS with the SEC
may be obtained free of charge at IXYS’ website at
www.ixys.com
or at the SEC’s website at
www.sec.gov .
These documents may also be obtained free of charge from IXYS by
requesting them by mail at IXYS Corporation, 1590 Buckeye Drive,
Milpitas, California 95035, Attention: Investor Relations, or by
telephone at (408) 457-9000.