MILPITAS, Calif., Aug. 23 /PRNewswire-FirstCall/ -- Sipex Corporation
(Nasdaq: SIPX) today announced that at a Special Meeting of Sipex's
stockholders, the stockholders adopted the merger agreement previously
announced on May 8, 2007, among Sipex and Exar Corporation. Preliminary
results indicate that more than 70% of the Sipex shares outstanding on the
record date for the Sipex special meeting were cast in favor of the
adoption the merger agreement, representing over 99% of the votes cast at
the meeting.
"Today's decisive vote marks the creation of an exciting opportunity
for the combined enterprise that we expect to fully leverage," said Ralph
Schmitt, CEO of Sipex. "Moving forward, we will execute on our integration
plans rapidly and, during the transition, continue to provide our customers
with innovative products with a clear commitment to delivering service and
support excellence."
"I look forward to working with Ralph and the new management team as
they drive Exar with expanded capabilities and scale to the next level,"
said Richard L. Leza, Chairman of the Board of Exar Corporation. "Over
time, we firmly believe that this transaction will serve as the foundation
for increased shareholder value."
On May 8, 2007, Sipex and Exar announced the signing of the merger
agreement under which a wholly owned subsidiary of Exar will merge with and
into Sipex and Sipex will continue as a wholly owned subsidiary of Exar.
Approval of the merger agreement by Sipex's stockholders satisfies one of
the conditions to the completion of the merger. Subject to other customary
closing conditions, the merger is expected to be completed on August 25,
2007.
About Exar Corporation
Exar Corporation designs, develops and markets high-performance, analog
and mixed-signal silicon solutions for a variety of markets including
networking, serial communications, and storage. Leveraging its
industry-proven analog design expertise and system-level knowledge, Exar
delivers to customers a wide array of technology solutions for current as
well as next generation products. Exar is based in Fremont, California. For
more information about Exar visit: http://www.exar.com.
About Sipex Corporation
Sipex Corporation is an analog semiconductor company that addresses
standard linear and application specific standard products (ASSP) for
customer systems that are primarily targeted at the consumer, networking
and industrial markets. The products are categorized into three synergistic
areas of power management, interface and optical storage. Sipex is a global
company with operations in Asia, Europe and North America. Sipex is based
in Milpitas, California. For more information about Sipex visit the website
at http://www.sipex.com.
Additional Information and Where You Can Find It
Exar has filed a Registration Statement on Form S-4 containing a proxy
statement/prospectus and other documents concerning the proposed merger
transaction with the Securities and Exchange Commission (the "SEC").
Security holders are urged to read the proxy statement/prospectus and other
relevant documents filed with the SEC because they will contain important
information. Security holders may obtain a free copy of the proxy
statement/prospects and other documents filed by Exar and Sipex with the
SEC at the SEC's web site at http://www.sec.gov. The proxy
statement/prospectus and other documents may also be obtained for free by
contacting Exar Investor Relations by e-mail at investorrelations@Exar.com
or by telephone at 1-510-668-7201 or by contacting Sipex Investor Relations
by e-mail at investorrelations@Sipex.com or by telephone at 1-408-934-7586.
Cautionary Statement Regarding Forward-Looking Statements
This document contains forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. These statements are based on management's current
expectations and beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. The forward-looking
statements contained in this document include statements about future
financial and operating results; benefits of the transaction to customers,
stockholders and employees; potential synergies and cost savings resulting
from the transaction; the ability of the combined companies to drive growth
and expand customer and partner relationships and other statements
regarding the proposed transaction. These statements are not guarantees of
future performance, involve risks, uncertainties and assumptions that are
difficult to predict, and are based upon assumptions as to future events
that may not prove accurate. Therefore, actual outcomes and results may
differ materially from what is expressed herein. For example, if Exar and
Sipex do not each receive required stockholder approval or the parties fail
to satisfy other conditions to closing, the transaction may not be
consummated. Similarly, anticipated costs savings may not be achieved and
projections as to whether, when and the extent to which the transaction
will be accretive may not prove accurate. In any forward-looking statement
in which Exar or Sipex expresses an expectation or belief as to future
results, such expectation or belief is expressed in good faith and believed
to have a reasonable basis, but there can be no assurance that the
statement or expectation or belief will result or be achieved or
accomplished. The following factors, among others, could cause actual
results to differ materially from those described in the forward-looking
statements: failure of the Exar and Sipex stockholders to approve the
proposed transaction; the challenges and costs of closing, integrating,
restructuring and achieving anticipated synergies; the ability to retain
key employees; and other economic, business, competitive, and/or regulatory
factors affecting the businesses of Exar and Sipex generally, including
those set forth in the filings of Exar and Sipex with the Securities and
Exchange Commission, especially in the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
sections of their respective annual reports on Form 10-K and quarterly
reports on Form 10-Q, their current reports on Form 8-K and other SEC
filings. Exar and Sipex are under no obligation to (and expressly disclaim
any such obligation to) update or alter their forward-looking statements
whether as a result of new information, future events, or otherwise.
For additional information, contact:
Ralph Schmitt, Chief Executive Officer
Phone: 408-934-7500
Fax: 408-935-7686
Email: rschmitt@sipex.com
SOURCE Sipex Corporation
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Related links:
http://www.sipex.com/
http://www.prnewswire.com/comp/111683.html/
CONTACT:
Ralph Schmitt, Chief Executive Officer of
Sipex Corporation, +1-408-935-7686, fax, +1-408-935-7686,
rschmitt@sipex.com
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