ViXS Systems seeks shareholder approval for acquisition by PixelworksWednesday, July 5th, 2017
ViXS Systems Inc. Files Information Circular for Proposed Acquisition by Pixelworks, Inc.
TORONTO, ON — ViXS Systems Inc. (TSX: VXS), a pioneer and leader in advanced media processing solutions, today announced that it has filed its Management Information Circular (the “Circular”) and related proxy materials on SEDAR, in advance of ViXS’ Annual and Special Meeting of shareholders (the “Meeting”) to be held at 10:00 a.m. (Toronto time) on Thursday, July 27, 2017, at the offices of Gowling WLG (Canada) LLP, Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario.
The primary purpose of the Meeting is to seek ViXS shareholder approval of the proposed acquisition by Pixelworks, Inc. (NASDAQ: PXLW) (“Pixelworks”) of all of ViXS’ outstanding common shares pursuant to an arrangement agreement (the “Arrangement Agreement”) dated May 18, 2017 (the “Arrangement”) between ViXS and Pixelworks, all as more particularly described in the Circular.
ViXS’ Board of Directors recommends, for the reasons set out in the Circular, that ViXS shareholders vote in favour of the special resolution to approve the Arrangement.
ViXS shareholders of record as of the close of business on June 22, 2017 will receive notice of and be entitled to vote at the Meeting. The Circular provides important information on the Arrangement and related matters, including voting procedures.
The Arrangement must be approved by at least two-thirds of ViXS shares present in person or represented by proxy at the Meeting. The directors and officers of ViXS and certain shareholders, collectively holding 36% of ViXS’ common shares, have already entered into support and voting agreements and agreed to vote their common shares in favor of the Arrangement at the Meeting.
Completion of the Arrangement is conditional upon, among other things, obtaining such ViXS shareholder approval, obtaining the final order of the Ontario Superior Court of Justice (Commercial List) and satisfaction or waiver of other required conditions, including obtaining certain third-party consents. ViXS shareholders are encouraged to read the Circular as it provides important information about the Arrangement.
Subject to obtaining the Court approval described above, as well as the satisfaction of all other conditions precedent, if ViXS shareholders approve the Arrangement, it is anticipated that the Arrangement will be completed in early August of 2017.