Headline: Philips Electronics Takes Step to Expedite $17 Per Share Cash Offer
for VLSI Technology
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SUNNYVALE, Calif.--(BUSINESS WIRE)--March 12, 1999--Royal Philips
Electronics (NYSE:PHG) today announced it is taking another step to
expedite the consummation of its $17.00 per share cash tender offer
for VLSI Technology, Inc. (NASDAQ:VLSI).
Philips remains hopeful that VLSI will enter into negotiations
soon. However, in the event it is necessary to proceed with a consent
solicitation, Philips is today filing with the U.S. Securities and
Exchange Commission (SEC) a consent statement seeking consents of VLSI
stockholders to remove the VLSI Board of Directors and replace them
with nominees who, subject to their fiduciary duties, would allow the
Philips offer to proceed. Philips is also giving notice to VLSI that
it is requesting that a record date be set for the purpose of
establishing which VLSI stockholders are entitled to participate in
the consent solicitation. Philips expects to be prepared to mail its
consent statement to VLSI stockholders in approximately two weeks.
On March 5, 1999, Philips commenced a tender offer for all
outstanding shares of VLSI at a price of $17.00 per share in cash. The
offer represents a 58% premium to VLSI's closing price of $10.75 per
share on February 25, the last trading day prior to disclosure of
Philips' letter to the VLSI Board of Directors offering to acquire
VLSI for $17.00 per share.
Details of Philips' proposal, as well as the consent procedure,
are described in Philips' Schedule 14A which will be filed today with
the SEC.
Royal Philips Electronics of the Netherlands is one of the world's
biggest electronics companies and Europe's largest, with sales of
US$33.9 billion in 1998. It is a global leader in color television
sets, lighting, electric shavers, color picture tubes for televisions
and monitors, and one-chip TV products. Its 233,700 employees in more
than 60 countries are active in the areas of lighting, consumer
electronics, domestic appliances, components, semiconductors, medical
systems, business electronics, and IT services (Origin). Philips is
quoted on the NYSE, London, Frankfurt, Amsterdam and other stock
exchanges. News from Philips is located at www.news.philips.com.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The entities and individuals named below may be deemed to be
participants in the solicitation of consents by KPE Acquisition Inc.
(the "Purchaser"), an indirect wholly owned subsidiary of Koninklijke
Philips Electronics N.V. ("Royal Philips"), to remove and replace the
board of directors of VLSI Technology, Inc. ("VLSI") in connection
with the Purchaser's tender offer (the "Offer") for the shares of
common stock (the "VLSI Shares") of VLSI. The participants in this
solicitation may include the Purchaser; the directors of Purchaser
(William E. Curran and Guido R.C. Dierick); the non-director executive
officer of Purchaser (Belinda Chew); Royal Philips; and the directors
and executive officers of Royal Philips: Cor Boonstra (President and
Chief Executive Officer and Chairman of the Board of Management and
Group Management Committee), Dudley G. Eustace (Executive
Vice-President and Vice-Chairman of the Board of Management and the
Group Management Committee), Jan H.M. Hommen (Executive
Vice-President, Member of the Board of Management and the Group
Management Committee and Chief Financial Officer), Adri Baan
(Executive Vice-President, Member of the Board of Management and the
Group Management Committee and Chairman of the Consumer Electronics
Division), Y.C. Lo (Executive Vice-President and Member of the Board
of Management and the Group Management Committee), Arthur P.M. van der
Poel (Executive Vice-President, Member of the Board of Management and
the Group Management Committee and Chairman of the Semiconductors
Division), John W. Whybrow (Executive Vice-President, Member of the
Board of Management and the Group Management Committee and Chairman of
the Lighting Division), R. Pieper (Executive Vice-President and Member
of the Board of Management and the Group Management Committee), Ad
H.A. Veenhof (Member of the Group Management Committee and Chairman of
the Domestic Appliances and Personal Care Division), Kees Bulthuis
(Member of the Group Management Committee and Senior Managing Director
of Corporate Research), J. M. Barella (Member of the Group Management
Committee and Chairman of the Medical Systems Division), A.B. Bok
(Member of the Group Management Committee and Chairman of the Business
Electronics Division ), G.J. Kleisterlee (Member of the Group
Management Committee and Chairman of the Components Division), J.P.
Oosterveld (Member of the Group Management Committee and Senior
Director of Corporate Strategy), A. Westerlaken (Member of the Group
Management Committee, General Secretary, Chief Legal Officer and
Secretary to the Board of Management), N.J. Bruijel (Member of the
Group Management Committee responsible for Corporate Human Resources
Management), F.A. Maljers (Chairman of the Supervisory Board), A.
Leysen (Member of the Supervisory Board), W. Hilger (Member of the
Supervisory Board), L.C. van Wachem (Member of the Supervisory Board),
C.J. Oort (Member of the Supervisory Board), L. Schweitzer (Member of
the Supervisory Board), Sir Richard Greenbury (Member of the
Supervisory Board) and W. de Kleuver (Member of the Supervisory
Board).
Royal Philips has retained Credit Suisse First Boston Corporation
("CSFB") to act as its financial advisor in connection with the Offer,
for which CSFB will receive customary fees, as well as reimbursement
of reasonable out-of-pocket expenses. In addition, Royal Philips has
agreed to indemnify CSFB against certain liabilities, including
certain liabilities under the federal securities laws, arising out of
its engagement. CSFB is an investment banking firm that provides a
full range of financial services for institutional and individual
clients. CSFB does not admit that it or any of its directors,
officers, employees or affiliates is a "participant," as defined in
Schedule 14A promulgated under the Securities Exchange Act of 1934, as
amended, in the solicitation, or that such Schedule 14A requires the
disclosure of certain information concerning CSFB or such persons. In
connection with CSFB's role as financial advisor to Royal Philips,
CSFB and the following investment banking employees of CSFB may
communicate in person by telephone or otherwise with a limited number
of institutions, brokers or other persons who are stockholders of
VLSI: George Boutros (Managing Director) and Jason Dilullo (Vice
President). CSFB engages in a full range of investment banking,
securities trading, market-making and brokerage services for
institutional and individual clients. In the normal course of its
business, CSFB may trade securities of VLSI for its own account and
the account of its customers and, accordingly, may at any time hold a
long or short position in such securities. CSFB informed Royal Philips
that as of March 9, 1999, CSFB held a net long position of 1,440 VLSI
shares.
As of the date of this communication, Royal Philips, together with
its subsidiaries, beneficially owns an aggregate of 1,235,000 VLSI
Shares, or approximately 2.7% of the VLSI Shares. Other than as set
forth herein, none of the foregoing participants beneficially owns
VLSI Shares.
Except as disclosed above, to the knowledge of Royal Philips, none
of Royal Philips, Purchaser, the directors or executive officers of
Royal Philips or Purchaser, or the employees or other representatives
of Royal Philips named above has any interest, direct or indirect, by
security holdings or otherwise, in VLSI.
CONTACT: Philips Semiconductors
Jodi Guilbault, 408/991-2332
Jodi.Guilbault@sv.sc.philips.com
www.semiconductors.philips.com
or
Sard Verbinnen & Co.
George Sard/David Reno, 212/687-8080
KEYWORD: CALIFORNIA
INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS COMED
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