Headline: VLSI Amends Shareholder Rights Plan and Bylaws
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SAN JOSE, Calif., March 8 /PRNewswire/ -- VLSI Technology, Inc.
(NASDAQ:VLSI) announced today that its Board of Directors has adopted an
amended and restated shareholder rights agreement and by-law amendments. The
amendments are intended to protect the Board of Directors' process of
evaluating the unsolicited tender offer of Royal Philips Electronics.
"The Board of Directors continues to have an open mind concerning the
Royal Philips proposal, despite the fact that Royal Philips commenced an
unsolicited tender offer only four business days after it first made its
proposal," said Alfred J. Stein, chief executive officer of VLSI. "Unlike
many other companies, we have also never sought to build defensive barriers to
proposals by establishing a staggered board of directors or abolishing action
by written consent of the stockholders. The amendments adopted today merely
seek to protect the process that enables the Board to evaluate Royal Philips'
offer."
Under the amended and restated plan adopted on March 7, the rights are
triggered upon the acquisition of 10% of VLSI's common stock (persons
currently holding 10% or more of the stock do not trigger the rights). Prior
to amendment, the rights plan was triggered by any person or group acquiring
20% or more of VLSI's common stock. The rights plan as amended also removes a
10-day window that potentially allowed an acquirer to redeem the rights after
replacing the Board of Directors. In addition, the Board also removed a
"continuing director" provision of the pre-amendment plan to bring the plan
into compliance with a recent Delaware Supreme Court decision. Mr. Stein
stated that "the changes will modernize the rights plan, which was last
amended in 1992. The rights plan and by-law amendments are not intended to
interfere with a transaction that is in the best interests of VLSI and its
stockholders." Mr. Stein confirmed that the Board will continue to have the
ability to redeem the rights prior to any triggering event.
The amendments to the by-laws principally relate to the procedures for
meetings of the Company's stockholders and stockholder action by written
consent. No change in the ability of the stockholders to take action was
made.
VLSI Technology, Inc. designs and manufactures custom and semi-custom
integrated circuits for leading firms in the wireless communications,
networking, consumer digital entertainment and advanced computing markets.
The company is based in San Jose, Calif. with 1998 revenues from
continuing operations of $547.8 million, and approximately 2,200 employees
worldwide. For more information, visit the VLSI homepage, www.vlsi.com.
SOURCE VLSI Technology, Inc.
-0- 03/08/99
/CONTACT: Analysts-Investors - Lisa Ewbank, Director, Investor Relations
of VLSI Technology, Inc., 408-474-5519; Media - Todd Fogarty, Victoria Weld of
Kekst And Company, 212-521-4800/
/Web site: vlsi.com |
