STMicroelectronics Accepts 91 Percent of Genesis
Shares Subsequent Offering Period to Expire on January 23, 2008
Geneva, Switzerland, January 17, 2008 – STMicroelectronics
(NYSE:STM) today announced that, as of 12:00 midnight, New
York City time, on January 16, 2008, STMicroelectronics had received
tenders of approximately 34.6 million shares of Genesis Microchip Inc.
(NASDAQ: GNSS) (including approximately 2.3 million shares tendered
by notice of guaranteed delivery), representing approximately 91.0%
percent of the outstanding Genesis shares, assuming all Genesis shares
tendered by notice of guaranteed delivery are received by STMicroelectronics.
STMicroelectronics, through its wholly owned subsidiary, Sophia Acquisition
Corp., has accepted for payment the approximately 34.6 million shares
tendered in the offer.
STMicroelectronics also announced today that it would provide a subsequent
offering period commencing on Thursday, January 17, 2008 and expiring
on Wednesday, January 23, 2008 at 5:00 p.m., New York City time. During
the subsequent offering period, Sophia Acquisition Corp. will accept
for payment and promptly pay for Genesis shares as they are tendered.
Stockholders who tender shares during such period will be paid the same
$8.65 per share, net to the seller in cash, as was paid during the initial
offering period. Shares tendered during the subsequent offering period
may not be withdrawn.
Sophia Acquisition Corp. may extend the subsequent offering period.
If the subsequent offering period is extended, Sophia Acquisition Corp.
will notify the depositary for the offer and issue a press release prior
to 9:00 a.m. New York City time on the first business day following
the date the subsequent offering period was scheduled to expire.
STMicroelectronics expects to complete the second-step merger as soon
as practicable after the expiration of the subsequent offering period.
The solicitation and the offer to buy Genesis’s common stock is
only made pursuant to the offer to purchase and related materials that
STMicroelectronics Corporation and Sophia Acquisition Corp. filed on
December 18, 2007, as amended. Stockholders should read the offer to
purchase and related materials carefully because they contain important
information, including the terms and conditions of the offer. Innisfree
M&A Incorporated is the Information Agent for the tender offer and
any questions or requests for assistance or free copies of the offer
to purchase and the letter of transmittal may be directed to it at 501
Madison Ave, 20th Floor, New York, NY 10022 or by telephone toll-free
at (888) 750-5834 or at (212) 750-5833 (bankers and brokers only). Morgan
Stanley & Co. Incorporated is the Dealer Manger for the tender offer
and can be reached at 1585 Broadway, New York, NY 10036 or by telephone
toll-free at (877) 247-9865.
IMPORTANT INFORMATION
Genesis stockholders are urged to read the Tender Offer Statement on
Schedule TO and each amendment thereto (containing the offer to purchase,
a letter of transmittal and related materials) relating to the tender
offer that have been filed with the SEC by ST and Purchaser carefully
and in their entirety because they contain important information, including
the various terms of, and conditions to, the tender offer. Genesis stockholders
are also urged to read the Solicitation/Recommendation Statement on
Schedule 14D-9 and each amendment thereto relating to the tender offer
that have been filed with the SEC by Genesis carefully and in their
entirety. Genesis stockholders may obtain these and other documents
regarding the tender offer, the merger and the related transactions
filed by ST, Purchaser and Genesis for free from the SEC’s website
at www.sec.gov or from
the Information Agent.
This press release is for informational purposes only and is not an
offer to purchase or a solicitation of an offer to sell Genesis shares,
nor is it an offer to purchase or a solicitation of an offer to sell
any securities. The tender offer is made solely by means of the offer
to purchase filed with the SEC.
About STMicroelectronics
STMicroelectronics is a global leader in developing and delivering semiconductor
solutions across the spectrum of microelectronics applications. An unrivalled
combination of silicon and system expertise, manufacturing strength,
Intellectual Property (IP) portfolio and strategic partners positions
STMicroelectronics at the forefront of System-on-Chip (SoC) technology
and its products play a key role in enabling today's convergence markets.
STMicroelectronics's shares are traded on the New York Stock Exchange,
on Euronext Paris and on the Milan Stock Exchange. In 2006, the Company’s
net revenues were $9.85 billion and net earnings were $782 million.
Further information on STMicroelectronics can be found at www.st.com.
Cautionary statement regarding forward-looking statements
Some of the statements contained in this release that are not historical
facts are statements of future expectations and other forward-looking
statements (within the meaning of Section 27A of the Securities Act
of 1933 or Section 21E of the Securities Exchange Act of 1934, each
as amended) based on STMicroelectronics’s management’s current
views and assumptions and involve known and unknown risks and uncertainties
that could cause actual events to differ materially from those in such
statements due to, among other factors, the timing and results of the
subsequent offering period and the ability of STMicroelectronics to
complete the subsequent offering period and the subsequent second-step
merger within the time periods contemplated by STMicroelectronics.
Such forward-looking statements are subject to various risks and uncertainties,
which may cause actual events to differ materially and adversely from
the forward-looking statements. Certain such forward-looking statements
can be identified by the use of forward-looking terminology such as
“expects”, “believes”, “may”, “will”,
“should”, “would be” or “anticipates”
or similar expressions or the negative thereof or other variations thereof,
or by discussions of strategy, plans or intentions. Some of the risk
factors STMicroelectronics faces are set forth and are discussed in
more detail in “Item 3. Key Information—Risk Factors”
included in STMicroelectronics’s Annual Report on Form 20-F for
the year ended December 31, 2006, as filed with the SEC on March 14,
2007. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual events may
vary materially from those described in this release as anticipated,
believed or expected. STMicroelectronics does not intend, and does not
assume any obligation, to update any information or forward-looking
statements set forth in this release to reflect subsequent events or
circumstances.
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