SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
Solicitation/Recommendation Statement under Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 6)
Genesis Microchip Inc.
(Name of Subject Company)
Genesis Microchip Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(including the associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
37184C103
(CUSIP Number of Class of Securities)
Elias Antoun
President and Chief Executive Officer
Genesis Microchip Inc.
2525 Augustine Drive
Santa Clara, CA 95054
(408) 919-8400
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
With copies to:
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Selim Day, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
1301 Avenue of the Americas, 40th Floor
New York, New York 10019
(212) 999-5800
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Bradley L. Finkelstein, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94301
(650) 493-9300 |
o Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
This Amendment No. 6 amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 initially filed with the Securities and Exchange Commission (the SEC) on December
18, 2007, as amended on January 7, 2008, January 9, 2008, January 15, 2008, January 17, 2008 and
January 24, 2008 (as previously filed with the SEC, collectively, the Schedule 14D-9), by Genesis
Microchip Inc., a Delaware corporation (Genesis or the Company), relating to the tender offer
made by Sophia Acquisition Corp., a Delaware corporation (Offeror), a wholly-owned subsidiary of
STMicroelectronics N.V., a limited liability company organized under the laws of the Netherlands,
with its corporate seat in Amsterdam, the Netherlands (Parent), as set forth in a Tender Offer
Statement filed by Offeror and Parent on Schedule TO, dated December 18, 2007, as amended on
January 9, 2008, January 17, 2008, January 24, 2008 and January 25, 2008 (as previously filed with
the SEC, the Schedule TO), to pay $8.65 per share, net to the holder thereof in cash, without
interest, less any required withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated December 18, 2007, and in the related Letter of Transmittal.
Any capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such
term in the Schedule 14D-9.
All information in the Schedule 14D-9 is incorporated in this Amendment No. 6, except that
such information is hereby amended to the extent specifically provided herein.
Item 8. Additional Information.
Item 8 is hereby amended and supplemented by including the following:
The Offer. The subsequent offering period, as previously extended by Purchaser,
expired at 5:00 p.m., New York City time, on Thursday, January 24, 2008. According to Mellon
Investor Services LLC., the depositary for the Offer, approximately 34.2 million Shares were
validly tendered in the Offer and not withdrawn, representing approximately 89.1% of the
outstanding Shares. Offeror has accepted for payment all tendered Shares.
On January 24, 2008, Offeror exercised the Merger Option. On January 25, 2008, Offeror
purchased from the Company an additional 7,663,998 Shares. As a result of the exercise of the
Merger Option, Parent and Offeror collectively control approximately 90.92% of the outstanding
Shares.
On January 25, 2008 the Merger was consummated. In connection with the Merger, each
outstanding Share not tendered in the Offer (other than Shares held by the Company, Parent and
Offeror and Shares held by stockholders who properly perfect appraisal rights under Delaware law)
was converted into the right to receive $8.65 per share in cash, without interest. Following the
consummation of the Merger, the Company will continue as the surviving corporation and be a
wholly-owned subsidiary of Parent.