UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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GENESIS MICROCHIP INC.
(Name of Subject Company (Issuer))
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STMicroelectronics N.V.
Sophia Acquisition Corp.
(Name of Filing Person-Issuer and Offeror)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
37184C103
(CUSIP Number of Class of Securities)
Pierre Ollivier
STMicroelectronics N.V.
Chemin du Champ-des-Filles, 39
1228 Plan-les-Ouates, Geneva, Switzerland
Tel: +41 22 929 58 76
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
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Copy to:
John D. Wilson, Esq.
Shearman & Sterling LLP
525 Market Street
San Francisco, CA 94105
(415) 616-1100
Calculation of Filing Fee
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Transaction valuation |
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Amount of filing fee |
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Not applicable* |
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Not applicable* |
*A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
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Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
Not applicable |
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Form or Registration No.: |
Not applicable |
| Filing Party: | Not applicable |
| Date Filed: | Not applicable |
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x |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
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EXHIBIT INDEX
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Exhibit No. |
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99.1 |
Press Release, dated December 11, 2007. |
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99.2 |
Investor Slides presented on December 11, 2007. |
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IMPORTANT INFORMATION
The tender offer described herein has not commenced. This announcement and the description contained herein are provided for informational purposes only and are neither an offer to purchase nor a solicitation of an offer to sell any securities of Genesis Microchip Inc. Any offers to purchase or solicitations of offers to sell will be made only pursuant to the Tender Offer Statement on Schedule TO (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which will be filed with the U.S. Securities and Exchange Commission (“SEC”) by Sophia Acquisition Corp., a wholly owned subsidiary of STMicroelectronics. In addition, Genesis Microchip Inc. will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer. Genesis Microchip’s shareholders are advised to read these documents and any other documents relating to the tender offer that are filed with the SEC carefully and in their entirety because they contain important information.
Genesis Microchip Inc.’s shareholders may obtain copies of these documents (when they become available) for free at the SEC’s website at www.sec.gov or from STMicroelectronics Investor Relations Department, 780 Third Ave, 9th Floor, New York, NY 10017.
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future developments of the world semiconductor market, in
particular the future demand for semiconductor products in the key
application markets and from key customers served by
STMicroelectronics’s products;
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pricing pressures, losses or curtailments of purchases from key
customers all of which are highly variable and difficult to
predict;
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the financial impact of obsolete or excess inventories if actual
demand differs from STMicroelectronics’s
anticipations;
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the impact of intellectual property claims by
STMicroelectronics’s competitors or other third parties, and
STMicroelectronics’s ability to obtain required licenses on
reasonable terms and conditions;
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changes in the exchange rates between the US dollar and the Euro
and between the U.S. dollar and the currencies of the other major
countries in which STMicroelectronics has operating
infrastructure;
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STMicroelectronics’s ability to manage in an intensely
competitive and cyclical industry, where a high percentage of its
costs are fixed and difficult to reduce in the short term,
including its ability to adequately utilize and operate its
manufacturing facilities at sufficient levels to cover fixed
operating costs;
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STMicroelectronics’s ability to close, as currently planned
and scheduled, its agreement with Intel and Francisco Partners
concerning the creation of a new independent Flash memory company
to be named “Numonyx” if the financial, business or
other conditions to Closing as contractually provided are not met;
and the estimated loss of $857 million posted so far, in relation
to its Flash memory business, may materially change at Closing as a
result of developments in the Flash memory business;
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STMicroelectronics’s ability in an intensively competitive
environment, to secure customer acceptance and to achieve its
pricing expectations for high-volume supplies of new products in
whose development STMicroelectronics has been, or is currently,
investing;
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the attainment of anticipated benefits of research and development
alliances and cooperative activities, as well as the uncertainties
concerning the modalities, conditions and financial impact beyond
2007 of future R&D activities in Crolles2;
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the ability of STMicroelectronics’s suppliers to meet its
demands for supplies and materials and to offer competitive
pricing;
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significant differences in the gross margins STMicroelectronics
achieves compared to expectations, based on changes in revenue
levels, product mix and pricing, capacity utilization, variations
in inventory valuation, excess or obsolete inventory, manufacturing
yields, changes in unit costs, impairments of long-lived assets
(including manufacturing, assembly/test and intangible assets) and
the timing and execution of STMicroelectronics’s
manufacturing investment plans and associated costs, including
start-up costs;
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changes in the economic, social or political environment, including
military conflict and/or terrorist activities, as well as natural
events such as severe weather, health risks, epidemics or
earthquakes in the countries in which STMicroelectronics, its key
customers and its suppliers, operate;
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changes in STMicroelectronics’s overall tax position as a
result of changes in tax laws or the outcome of tax audits, and its
ability to accurately estimate tax credits, benefits, deductions
and provisions and to realize deferred tax assets;
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the outcome of litigation;
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the results of actions by STMicroelectronics’s competitors,
including new product offerings and its ability to react
thereto.
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the timing and completion of an all cash tender offer for the
outstanding shares of Genesis,
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the ability to complete the tender offer and subsequent merger on
the terms contemplated, and
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the anticipated impact of the acquisition on
STMicroelectronics’s operations and financial results.
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