28 March 2012

GigOptix launches modified Dutch auction tender offer

GigOptix Inc of San Jose, CA, USA (which supplies semiconductor and optical components) has launched a modified “Dutch auction” tender offer to purchase shares of its common stock. In addition to other benefits to GigOptix’s shareholders, the firm believes that the tender offer will augment its efforts to get its shares of common stock listed on a national stock exchange in a timely manner.

GigOptix has offered to purchase up to $2m in value of its common stock at a price not greater than $3.10 nor less than $2.85 per share. The tender offer is scheduled to expire at 5:00 p.m., New York City time, on Tuesday, April 24, 2012, unless extended. In accordance with the rules of the Securities and Exchange Commission, GigOptix may increase the value of shares purchased in the offer by no more than 2% of the outstanding shares without amending or extending the tender offer. The closing price of GigOptix’s common stock on the OTC Bulletin Board on March 27, 2012 was $2.70.

Under the tender offer, shareholders will have the opportunity to indicate how many shares, and at what price they wish to tender their shares, within the specified price range. Based on the number of shares tendered and the prices specified by the tendering shareholders, GigOptix will determine the lowest price per share within the range that will allow GigOptix to purchase $2m in value of its common stock, or a lower amount depending on the number of shares properly tendered and not properly withdrawn. All shares purchased by GigOptix will be purchased at the same price.

If the tender offer is fully subscribed, then $2m in value of GigOptix’s common stock will be purchased, representing approximately 2.99% to 3.25% of GigOptix’s issued and outstanding shares of common stock as of March 26, 2012. If, based on the final purchase price determined in the tender offer, more than $2m in value of shares are properly tendered and not properly withdrawn, then GigOptix will purchase shares tendered at or below the per share purchase price on a pro rata basis as specified in the offer to purchase, which is being distributed to shareholders. The tender offer is not conditioned upon any minimum number of shares being tendered, but will be subject to other conditions that are described in the offer to purchase. GigOptix will fund share purchases in the tender offer with cash on hand.

The offer to purchase, the letter of transmittal and the related materials are being mailed to GigOptix shareholders. Shareholders who have questions or would like additional copies of the tender offer documents may call the information agent, Innisfree M&A Incorporated, toll-free at (888) 750-5834. Banks and brokers may call collect at (212) 750-5833.

While GigOptix’s board of directors has approved the making of the tender offer, none of GigOptix, its board of directors, the depositary or the information agent makes any recommendation to any shareholder as to whether to tender or refrain from tendering any shares or as to the price or prices at which shareholders may choose to tender their shares. GigOptix has not authorized any person to make any such recommendation. Shareholders must decide whether to tender their shares and, if so, how many shares to tender and at what price or prices. In doing so, shareholders should carefully evaluate all of the information in the offer to purchase, the letter of transmittal and the related materials before making any decision with respect to the tender offer and should consult their own financial and tax advisors.

GigOptix’ directors and executive officers have advised GigOptix that they do not intend to tender their shares in the tender offer. The tender offer will increase the proportional holdings of any shareholder that does not tender its shares into the tender offer.

Tags: GigOptix

Visit: www.gigoptix.com