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| LDIS > SEC Filings for LDIS > Form 8-K on 18-Aug-2009 | All Recent SEC Filings |
18-Aug-2009
Entry into a Material Definitive Agreement, Financial Statements and Exhibi
On August 15, 2009, Leadis Technology, Inc., a Delaware corporation ("Leadis"), entered into an Asset Purchase Agreement (the "Agreement") with IXYS CH GMBH ("IXYS") pursuant to which IXYS agreed to acquire certain assets related to Leadis's LED driver and controller business and certain legacy display driver products (the "Assets"). Upon the terms and subject to the conditions of the Agreement, as consideration for the Assets, IXYS agreed to (i) pay Leadis $3.5 million in cash (the "Cash Consideration") and (ii) assume specified liabilities related to the Assets. At the closing of the transaction (the "Closing"), IXYS will pay Leadis $2.625 million of the Cash Consideration, with the remainder of the Cash Consideration to be paid six months after the Closing. The amount of Cash Consideration payable for the Assets is subject to increase based upon the amount of inventory of certain display driver products transferred to IXYS at the time of the Closing. IXYS also will offer employment to certain employees that were employed in Leadis' LED driver and controller business (the "Employees"). Leadis expects to complete the transaction in the current quarter.
The Agreement includes customary representations, warranties and covenants of
Leadis and IXYS. The Agreement contains an indemnity by Leadis for breaches of
representations, warranties and covenants made by it in connection with the
transaction. Completion of the transaction is subject to the satisfaction of
customary closing conditions, including, among other matters, (i) execution and
delivery of specified ancillary agreements, (ii) accuracy of the representations
and warranties and compliance with the covenants set forth in the Agreement,
(iii) the absence of any material adverse change with respect to the Assets,
Leadis's LED business or the legacy display driver products, and (iv) the
acceptance of employment with IXYS by certain of the Employees. Either party may
terminate the Agreement, subject to certain exceptions, in the event of an
uncured material breach by the other party or if the Closing has not occurred by
specified dates.
The foregoing description of the Agreement and the transactions contemplated by the Agreement does not purport to be complete and qualified in its entirety by reference to the Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
The Agreement, which has been included to provide investors with information regarding its terms and is not intended to provide any other factual information or disclosure about Leadis or IXYS, contains representations and warranties made by Leadis and IXYS. The assertions embodied in the representations and warranties were made solely for purposes of the Agreement and are subject to certain qualifications, limitations and exceptions agreed to by the parties in connection with negotiating the terms of the Agreement, including information contained in confidential disclosure schedules exchanged by the parties concurrent with execution of the Agreement. Accordingly, investors and stockholders should not rely on the representations and warranties contained in the Agreement as characterizations of the actual state of facts or circumstances, since the representations and warranties were made only as of a specific date and are modified by the underlying disclosure schedules. In addition, certain representations and warranties may be subject to a standard of materiality that is different from what might be viewed as material to investors or stockholders, or may have been used for purposes of allocating risk between the parties rather than establishing matters of fact. Moreover, information concerning the subject matter of representations and warranties in the Agreement may change after the date of the Agreement, which subsequent information may or may not be fully reflected in future public disclosures made by Leadis or IXYS.
(d) Exhibits
2.1 Asset Purchase Agreement, dated as of August 15, 2009, by and between Leadis Technology, Inc. and IXYS CH GMBH.
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