SAN JOSE, California, U.S.A., June 14, 2017 – InvenSense, Inc. (“InvenSense”), a TDK Group company and leading provider of MEMS sensor platforms, announced that it has commenced an offer (the “Offer”) to purchase any and all of its outstanding $175 million aggregate principal amount of 1.75% Convertible Senior Notes due 2018 (CUSIP No. 46123DAB2) (the “Notes”) on July 18, 2017 (the “Fundamental Change Purchase Date”). Tenders of the Notes must be made prior to the expiration of the Offer at 5:00 p.m., New York City time, on July 17, 2017 (the “Expiration Time”), and may be withdrawn at any time prior to the Expiration Time, through compliance with the proper procedures outlined in the Fundamental Change Notice and Offer to Purchase (the “Offer to Purchase”).
Upon the terms and subject to the conditions of the Offer to Purchase, for each $1,000 principal amount of Notes validly tendered and not validly withdrawn pursuant to the Offer, InvenSense will pay, in cash, $1,000 plus accrued and unpaid interest to, but not including, the Fundamental Change Purchase Date.
Alternatively, in connection with the merger (the “Merger”), through which InvenSense became a wholly owned subsidiary of TDK U.S.A. Corporation (“TDK”), each $1,000 principal amount of the Notes is convertible until the Expiration Time into cash in an amount equal to the conversion rate for the Notes (45.6830 shares of InvenSense common stock) multiplied by the merger consideration ($13.00 per share), or $593.879.
The right of holders of Notes to participate in the Offer to Purchase is separate from the right to convert their Notes. Once Notes have been converted, they may not be tendered in the Offer. Notes that have been tendered in the Offer may only be converted if such Notes are validly withdrawn prior to the Expiration Time in accordance with the terms of the Offer.
The Offer commenced today, June 14, 2017, and will expire at the Expiration Time.
None of InvenSense’s or TDK’s respective directors, officers, employees, affiliates, advisors, agents or representatives is making any representation or recommendation to any holder of Notes as to whether or not to tender or convert such holder’s Notes. Holders of Notes must decide how many Notes they will tender or convert, if any. The terms and conditions of the Offer are described in the Offer to Purchase.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE NOTES. THE OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE THAT INVENSENSE HAS DISTRIBUTED TO HOLDERS OF ITS NOTES. HOLDERS OF NOTES SHOULD READ THE OFFER TO PURCHASE CAREFULLY PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE OFFER BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF THE OFFER. HOLDERS OF NOTES MAY OBTAIN A FREE COPY OF THE OFFER TO PURCHASE BY CONTACTING D.F. KING & CO., INC., AT (212) 269-5550 OR TOLL-FREE AT (800) 969-5084 OR VIA EMAIL AT INVN@DFKING.COM.
About TDK Corporation
TDK Corporation is a leading electronics company based in Tokyo, Japan. It was established in 1935 to commercialize ferrite, a key material in electronic and magnetic products. TDK’s portfolio includes passive components, such as ceramic, aluminum electrolytic and film capacitors, ferrites and inductors, high-frequency products, and piezo and protection components, as well as sensors and sensor systems and power supplies. These products are marketed under the product brands TDK, EPCOS, Micronas, Tronics and TDK-Lambda. TDK’s further main product groups include magnetic application products, energy devices, and flash memory application devices. TDK focuses on demanding markets in the areas of information and communication technology and automotive, industrial and consumer electronics. The company has a network of design and manufacturing locations and sales offices in Asia, Europe, and in North and South America. In fiscal 2017, TDK posted total sales of USD 10.5 billion and employed about 100,000 people worldwide.
InvenSense, Inc. is a world leading provider of MEMS sensor platforms. InvenSense’s vision of Sensing Everything® targets the consumer electronics and industrial areas with integrated Motion and Sound solutions. InvenSense’s solutions combine MEMS (micro electrical mechanical systems) sensors, such as accelerometers, gyroscopes, compasses, and microphones with proprietary algorithms and firmware that intelligently process, synthesize, and calibrate the output of sensors, maximizing performance and accuracy. InvenSense’s motion tracking, audio and location platforms, and services can be found in Mobile, Wearables, Smart Home, Industrial, Automotive, and IoT products. On May 18, 2017, TDK Corporation completed an acquisition of InvenSense. InvenSense is part of the Sensor System Business Group of companies within TDK. InvenSense is headquartered in San Jose, California and has offices worldwide. For more information, go to www.invensense.com and http://www.coursaretail.com.
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