SAN JOSE, Calif.--(BUSINESS WIRE)--Aug. 2, 2017--
Pixelworks, Inc. (NASDAQ: PXLW), a leading provider of visual processing
solutions, and Toronto-based ViXS Systems Inc. (TSX: VXS), a pioneer in
media processing, encoding and transcoding solutions, today announced
that Pixelworks has completed its acquisition of ViXS by way of a
Canadian plan of arrangement (the “Transaction”).
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The Transaction, which was initially announced on May 18, 2017, was
approved by ViXS shareholders at the ViXS 2017 Annual and Special
Meeting of shareholders held on July 27, 2017 in Toronto, Ontario. Under
the terms of the Transaction, Pixelworks acquired all of the outstanding
common shares of ViXS in an all stock transaction, and ViXS shareholders
received 0.04836 a share of Pixelworks’ common stock for each share of
ViXS, resulting in the issuance of approximately 3.7 million shares of
Pixelworks common stock, valued at approximately US$17.7 million. The
exchange ratio is equivalent to consideration of US$0.23 per ViXS common
share, based on the closing price of Pixelworks on August 1, 2017.
As a result of the completion of the Transaction, it is expected that
the ViXS shares will be delisted from the Toronto Stock Exchange in the
coming days. ViXS will also be applying to the relevant securities
regulatory authorities in Canada to cease to be a reporting issuer for
the purposes of securities legislation.
A registered ViXS shareholder must complete and send a letter of
transmittal with the certificate(s) representing his, her or its ViXS
common shares to Computershare Investor Services Inc. in order to
receive the consideration to which such ViXS shareholder is entitled
under the terms of the Transaction. A copy of the letter of transmittal
is available under ViXS’ issuer profile on SEDAR at www.sedar.com.
A non-registered ViXS shareholder will receive the consideration to
which such ViXS shareholder is entitled through his, her or its account
with the broker, investment dealer, bank, trust company or other
intermediary that holds common shares on such ViXS shareholder’s behalf.
A non-registered shareholder should contact his, her or its intermediary
with any questions about this process.
Additional Transaction Details
Further details can be found in Pixelworks’ Form 8-K filed with the
Securities and Exchange Commission within four business days of closing
of the Transaction.
About Pixelworks, Inc.
Pixelworks creates, develops and markets visual display processing
solutions for applications that demand the very highest quality images.
At design centers around the world, Pixelworks engineers constantly push
visual processing performance to keep manufacturers of consumer
electronics and professional displays worldwide on the leading edge. The
Company is headquartered in San Jose, CA. For more information, please
visit the Company’s Web site at www.pixelworks.com.
Note: Pixelworks and the Pixelworks logo are registered trademarks of
About ViXS Systems Inc.
ViXS is a pioneer and market leader in designing revolutionary media
processing semiconductor solutions for video over IP streaming
solutions, with approximately 470 patents issued and pending worldwide,
numerous industry awards for innovation, and over 39 million media
processors shipped to date. ViXS is driving the transition to Ultra HD
4K across the entire content value chain by providing professional and
consumer grade chipsets that support the new High Efficiency Video
Coding (HEVC) standard up to Main 12 Profile, reducing bandwidth
consumption by 50% while providing the depth of color and image clarity
needed to take advantage of higher-resolution content. ViXS’ XCodePro
300 family is ideal for Ultra HD 4K infrastructure equipment, and the
XCode 6000 family of system-on-chip (SoC) products achieve unprecedented
levels of integration that enable manufacturers to create cost-effective
consumer entertainment devices.
ViXS is headquartered in Toronto, Canada with offices in Europe, Asia
and North America. VIXS™, the ViXS® logo, XCode®, XCodePro™, and
Xtensiv™ are trademarks and/or registered trademarks of ViXS. XConnex™
and other trademarks are the property of their respective owners. For
more information on ViXS, visit our website: www.vixs.com.
Safe Harbor Statement
This release contains forward-looking statements, including, without
limitation, expectations with respect to thetiming of delisting
of the ViXS common shares from the Toronto Stock Exchange, within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
statements may be identified by use of terms such as “will”, “expect”
and similar terms or the negative of such terms. All statements other
than statements of historical fact are forward-looking statements for
purposes of this release. Such statements are based on management's
current expectations. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date
hereof. All forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
those projected. Such risks and uncertainties include but are not
limited to the ability and timing to satisfy the conditions for
delisting of the ViXS common shares and ViXS ceasing to be a reporting
issuer for the purposes of Canadian securities legislation. The
forward-looking statements contained in this release speak as of the
date of this release, and Pixelworks does not undertake any obligation
to update any such statements, whether as a result of new information,
future events or otherwise.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170802005916/en/
Source: Pixelworks, Inc. and ViXS Systems Inc.
Steven Moore, +1-408-200-9221