FREMONT, Calif. and LOS GATOS, Calif., April 3 /PRNewswire-FirstCall/ -- Exar Corporation ('Exar') (Nasdaq: EXAR) today announced the successful completion of the exchange offer for the outstanding common shares of hi/fn, inc. ('Hifn') (Nasdaq: HIFN). The exchange offer expired at 12:00 midnight, New York City time, at the end of Thursday, April 2, 2009 (the 'expiration time').
Based on a preliminary count by the exchange agent for the exchange offer, approximately 13,540,722 shares of Hifn common stock were tendered and not withdrawn as of the expiration time, which represents in excess of 90% of the total outstanding shares of Hifn common stock. An additional 345,555 shares were guaranteed to be delivered within the next three days. Exar's wholly-owned subsidiary has accepted, for payment and exchange, all shares that were validly tendered in accordance with the terms of the offer. Settlement of the exchange offer is expected to occur promptly.
Exar intends to acquire all of the remaining outstanding Hifn shares as soon as practicable by means of a short-form merger. Upon completion of the merger, the remaining outstanding shares of Hifn common stock will be converted into the right to receive $1.60 in cash, without interest, and 0.3529 shares of Exar common stock (other than shares held in Hifn's treasury or owned by Hifn, Exar or their respective subsidiaries and other than those shares of Hifn common stock for which appraisal rights are properly exercised). Upon completion of the merger, Hifn will become a wholly-owned subsidiary of Exar and will no longer be traded on the NASDAQ Global Market.
About Exar
Exar Corporation is Powering Connectivity by delivering highly differentiated silicon solutions empowering products to connect. With distinctive knowledge in analog and digital technologies, Exar enables a wide array of applications such as portable devices, home media gateways, communications systems, and industrial automation equipment. Exar has locations worldwide providing real-time system-level support to drive rapid product innovation. For more information about Exar visit: http://www.exar.com.
About Hifn
hi/fn, inc. delivers the key OEM ingredients for 21st century storage and networking environments. Leveraging over a decade of leadership and expertise in the development of purpose-built Applied Services Processors (ASPs), Hifn is a trusted partner to industry leaders for whom infrastructure innovation in storage and networking is critical to success.
