UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2015
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
Delaware |
|
002-25577 |
|
95-2039518 |
|
(State or other jurisdiction of incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|||
|
4949 Hedgcoxe Road, Suite 200 Plano, Texas |
|
75024 |
||
|
(Address of principal executive offices) |
|
(Zip Code) |
||
(972) 987-3900
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On November 5, 2015, Diodes Incorporated (“Diodes”) delivered to Pericom Semiconductor Corporation (“Pericom”) a proposed form of Amendment No. 1 (the “Merger Agreement Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 2, 2015, by and among Diodes, Pericom and PSI Merger Sub, Inc. to (i) increase the Merger Consideration, as defined in the Merger Agreement, from $17.00 per share in cash, without interest, to $17.75 per share in cash, without interest, and (ii) increase the Termination Fee, as defined in the Merger Agreement, from $15 million to $15.7 million.
Additional Information and Where to Find It
Pericom has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement in connection with its proposed acquisition by Diodes and furnished or filed other materials with the SEC in connection with the proposed transaction. The definitive proxy statement has been sent or given to the shareholders of the Company and contains important information about the proposed transaction and related matters. BEFORE MAKING ANY VOTING DECISION, PERICOM’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The proxy statement and other relevant materials (when they become available), and any other documents filed by Pericom with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from Pericom by contacting Pericom’s Investor Relations by telephone at (408) 232-9100, or by mail to Investor Relations Department, Pericom Semiconductor Corporation, 1545 Barber Lane, Milpitas, California 95035 or by going to Pericom’s Investor Relations page on its corporate website at www.pericom.com.
Participants in the Solicitation
Pericom, Diodes and their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Pericom in connection with the proposed transaction. Information regarding the interests of these directors and executive officers in the transaction described herein is included in the proxy statement described above. Additional information regarding the directors and executive officers of Pericom is included in Pericom’s proxy statement for its 2014 Annual Meeting, which was filed with the SEC on October 16, 2014, and is supplemented by other public filings made, and to be made, with the SEC by Pericom. Additional information regarding the directors and executive officers of Diodes is included in Diodes’ proxy statement for its 2015 Annual Meeting, which was filed with the SEC on April 16, 2015, and is supplemented by other public filings made, and to be made, with the SEC by Diodes.
Forward-Looking Statements
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth in this Report or the documents attached hereto that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such statements include statements as to: the expected timing of the acquisition; and other statements identified by words such as “estimates,” “expects,” “projects,” “plans,” “will” and similar expressions. Potential risks and uncertainties include, but are not limited to, such factors as: the possibility that Pericom will not accept the Merger Agreement Amendment on the terms or in the form presented by Diodes, and other risk factors relating to our industry and business as detailed from time to time in Diodes’ and Pericom’s filings with the SEC. You should not place undue reliance on these forward-looking statements, which speak only as of the date thereof. Diodes undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
DIODES INCORPORATED |
||
|
|
|
|
|
|||
|
Date: November 6, 2015 |
|
|
|
By |
|
/s/ Richard D. White |
|
|
|
|
|
|
|
Richard D. White, |
|
|
|
|
|
|
|
Chief Financial Officer |