SUNNYVALE, Calif.-Royal Philips Electronics announced it has signed a confidentiality and standstill agreement with VLSI Technology Inc.
The two have agreed that:
VLSI will provide Philips with prompt access to non-public information in due diligence sessions scheduled to take place last week.
Philips will not, prior to May 10, purchase any additional VLSI shares without approval of VLSI board directors.
Philips will not, prior to May 10, solicit consents to replace the VLSI board of directors or solicit proxies for the election of alternative directors at VLSI’s annual meeting set for June 8.
VLSI will offer to Philips any more favorable standstill provisions accorded a third party.
If VLSI requests a formal proposal from a third party, it also will request a formal proposal from Philips.
Philips will be released from the standstill agreement if VLSI signs an agreement with another party with respect to a strategic transaction or if a party other than Philips makes an unsolicited offer for VLSI and VLSI’s board does not recommend that the offer be rejected.
VLSI rejected Philips’ hostile takeover bid to acquire all of the outstanding common shares of the company for $17 per share.
