SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation
Statement under Section 14(d)(4) of the
Securities
Exchange Act of 1934
Genesis
Microchip Inc.
(Name
of Subject Company)
Genesis
Microchip Inc.
(Name
of Person(s) Filing Statement)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
37184C103
(CUSIP
Number of Class of Securities)
Elias
Antoun
President
and Chief Executive Officer
Genesis
Microchip Inc.
2525
Augustine Drive
Santa
Clara, CA 95054
(408)
919-8400
(Name,
address and telephone number of person
authorized
to receive notices and communications on
behalf
of the person(s) filing statement)
With
copies to:
Selim
Day, Esq.
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
1301
Avenue of the Americas, 40th
Floor
New
York, New York 10019
(212)
999-5800
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Bradley
L. Finkelstein, Esq.
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
650
Page Mill Road
Palo
Alto, CA 94301
(650)
493-6811
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x
Check
the box if the
filing relates solely to preliminary communications made before the commencement
of a tender offer.
December
10, 2007
Dear
Valued Supplier
It
is my
pleasure to inform you that today we announced that we have entered into an
agreement to be acquired by STMicroelectronics, one of the largest and most
respected semiconductor companies in the world. This transaction is an important
part of our strategy to deliver industry-leading TV and Monitor display
solutions. The combined entity will offer the industry’s broadest portfolio of
products with an expanded infrastructure to enable faster time-to-market
delivery of differentiated products.
As
a
result of this acquisition, I expect that Genesis will join the Home
Entertainment Division (HED) and become STMicro’s TV & Monitor Division
within HED. The Home Entertainment Division holds a leading position in the
worldwide set-top box market.
In
deciding to pursue this transaction, Genesis values STMicro’s expertise in
advanced process technologies, its scale and ability to invest adequately for
success, its successful history in the development of SOC’s and system
platforms, and a highly complementary fit in resources, technology and
geographic presence.
With
Genesis, STMicro gains immediate presence in the strategic and fast-growing
display markets. STMicro establishes a solid and growing position in the
flat-panel TV market and re-enters the monitor market with a truly
differentiating technology in DisplayPort. The two companies can now accelerate
the penetration of DisplayPort into the CE market by leveraging the DisplayPort
capabilities with STMicro’s strong position in the set-top box
market.
We
anticipate that the transaction will be completed in the first quarter of 2008.
I will be joining STMicro to run the TV & Monitor Division. Your company is
a valued and important partner. If you have any questions or wish to discuss
this further, please feel free to contact me personally.
Thank
you
for your continued support of Genesis.
Sincerely,
Elie
Antoun
President
& CEO
Genesis
Microchip
Important
Information
The
tender offer for the outstanding shares of Genesis Microchip Inc. described
herein has not commenced. This announcement and the description contained herein
is provided for informational purposes only and is 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 ST Microelectronics N.V. 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 Inc.’s shareholders are advised
to read these documents, any amendments to 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.
Cautionary
statement regarding forward-looking statements
Some
of
the statements contained in this release that are not historical facts are
statements of future expectations and other forward-looking statements (within
the meaning of Section 27A of the Securities Act of 1933 or Section 21E of
the
Securities Exchange Act of 1934, each as amended) based on STMicroelectronics
N.V.’s and Genesis Microchip Inc.’s management’s current views and assumptions
and involve known and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those in such
statements due to, among other factors:
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Receipt
of regulatory approvals and satisfaction of other conditions to completion
of the offer and the second-step
merger;
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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 ST Microelectronics N.V.’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 ST Microelectronics N.V.’s anticipations;
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the
impact of intellectual property claims by ST Microelectronics N.V.’s
competitors or other third parties, and ST Microelectronics N.V.’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, compared
to an
assumed effective exchange rate of US $1.41 = €1.00 and between the U.S.
dollar and the currencies of the other major countries in which ST
Microelectronics N.V. has operating infrastructure;
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ST
Microelectronics N.V.’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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ST
Microelectronics N.V.’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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ST
Microelectronics N.V.’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 ST
Microelectronics N.V. 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 ST Microelectronics N.V.’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 ST Microelectronics N.V. 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 ST Microelectronics
N.V.’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 ST Microelectronics N.V., its key customers and its suppliers,
operate;
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changes
in ST Microelectronics N.V.’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 ST Microelectronics N.V.’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 Microchip Inc.,
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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 ST Microelectronics N.V.’s
operations and financial results.
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Such
forward-looking statements are subject to various risks and uncertainties,
which
may cause actual results and performance of ST Microelectronics N.V.’s business
to differ materially and adversely from the forward-looking statements. Certain
such forward-looking statements can be identified by the use of forward-looking
terminology such as “believes”, “may”, “will”, “should”, “would be” or
“anticipates” or similar expressions or the negative thereof or other variations
thereof, or by discussions of strategy, plans or intentions. Some of the risk
factors ST Microelectronics N.V. faces are set forth and are discussed in more
detail in “Item 3. Key Information—Risk Factors” included in ST Microelectronics
N.V.’s Annual Report on Form 20-F for the year ended December 31, 2006, as filed
with the SEC on March 14, 2007. Some of the risk factors Genesis Microchip
Inc.
faces are set forth and are discussed in more detail in “Other Information-Risk
Factors” included in Genesis Microchip Inc.’s Quarterly Report on Form 10-Q for
the year ended September 30, 2007, as filed with the SEC on August 11, 2007.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially
from
those described in this release as anticipated, believed or expected. ST
Microelectronics N.V. and Genesis Microchip Inc. do not intend, and do not
assume any obligation, to update any information or forward-looking statements
set forth in this release to reflect subsequent events or
circumstances.
Unfavorable
changes in the above or other factors listed under “Risk Factors” from time to
time in ST Microelectronics N.V.’s SEC filings, including its Form 20-F, could
have a material adverse effect on ST Microelectronics N.V.’s results of
operations or financial condition.