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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 9)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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VLSI TECHNOLOGY, INC.
(NAME OF SUBJECT COMPANY)
KPE ACQUISITION INC.
KONINKLIJKE PHILIPS ELECTRONICS N.V.
(ROYAL PHILIPS ELECTRONICS)
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS)
(TITLE OF CLASS OF SECURITIES)
981270109
(CUSIP NUMBER OF CLASS OF SECURITIES)
WILLIAM E. CURRAN
PRESIDENT
1251 AVENUE OF THE AMERICAS
20TH FLOOR
NEW YORK, NEW YORK 10020
212-536-0500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES TO:
NEIL T. ANDERSON, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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This Amendment No. 9 amends the Tender Offer Statement on Schedule
14D-1 filed on March 5, 1999 (the "Schedule 14D-1") by Koninklijke Philips
Electronics N.V., a company incorporated under the laws of The Netherlands
("Royal Philips"), and KPE Acquisition Inc. (the "Purchaser"), a Delaware
corporation and an indirect wholly owned subsidiary of Royal Philips, with
respect to the Purchaser's offer to purchase all outstanding shares of Common
Stock, par value $.01 per share (the "Common Stock"), including the associated
rights to purchase preferred stock (the "Rights" and, together with the Common
Stock, the "Shares") of VLSI Technology, Inc., a Delaware corporation (the
"Company"), pursuant to the Offer to Purchase, dated March 5, 1999 (the "Offer
to Purchase"), and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"), which
were filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-1, respectively.
Unless otherwise defined herein, all capitalized terms used herein shall have
the respective meanings given such terms in the Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
On May 12, 1999, Royal Philips issued a press release announcing that
the Expiration Date of the Offer, which was scheduled for 12:00 midnight, New
York City time, Friday, May 14, 1999, has been extended to 12:00 midnight, New
York City time, on Tuesday, June 1, 1999, unless the Offer is further extended.
A copy of the press release is filed herewith as Exhibit (a)(21) and is
incorporated by reference herein.
As set forth in the press release, the Expiration Date was extended
because Royal Philips concluded, based upon the information it collected
pursuant to the access provisions of the Merger Agreement, that it is required
to make a filing with the Bundeskartellamt, the antitrust authority in Germany.
Accordingly, Philips intends to make such filing on May 17, 1999. The
Bundeskartellamt is obliged to decide within the one-month period following the
filing whether to clear the transaction or to start a second-stage
investigation. Second-stage decisions must be rendered within four months from
the date of the filing. The four-month period may be extended with the consent
of the filing party. Under German law, a transaction may be prohibited only if
it is likely that it will create or strengthen a dominant position. Philips will
request that the one-month waiting period following its filing terminate by May
31, 1999, although there can be no assurances that its request will be granted.
The Expiration Date was also extended in order to allow Royal Philips
and VLSI to enter into arrangements with the United States government so that
Royal Philips' acquisition of the Shares would not present national security
concerns on account of the Company being a party to contracts with the United
States government. Obtaining such arrangements that are satisfactory to Royal
Philips is a condition to the closing of the Offer. Today, Royal Philips and
VLSI expect to file a joint Voluntary Notice pursuant to the Exon-Florio
Amendment and the final regulations thereunder. Therefore, the last date in
which CFIUS could announce that it intends to commence an investigation into the
transaction is 30 days later, or June 13, 1999. Royal Philips intends to request
that CFIUS notify Philips prior to the expiration of the 30 day period that
CFIUS does not intend to investigate. If the waiting period under the German
antitrust law is terminated prior to its expiration and Royal Philips, the
Company and relevant authorities of the United States government reach a
mutually satisfactory arrangement regarding any national security concerns
resulting from the transaction, then based upon Royal Philips' assessment of the
likelihood that CFIUS would commence an investigation, Royal Philips would
consider closing the Offer before CFIUS makes such announcement.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(21) Press release issued by Royal Philips and the Company, dated May 12,
1999, announcing the extension of the Expiration Date.
-2-
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 13, 1999
KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ GUIDO R.C. DIERICK
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Name: Guido R.C. Dierick
Title: Director and Deputy Secretary
KPE ACQUISITION INC.
By: /s/ BELINDA CHEW
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Name: Belinda Chew
Title: Vice President
-3-
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
(a)(21) Press release issued by Royal Philips and the Company, dated May
12, 1999, announcing the extension of the Expiration Date.
-4-
Exhibit (a)(21)
[PHILIPS LOGO]
ROYAL PHILIPS ELECTRONICS EXTENDS $21 PER SHARE CASH
TENDER OFFER FOR VLSI TECHNOLOGY
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SUNNYVALE, CA, MAY 12, 1999 - Royal Philips Electronics (NYSE:PHG),
today announced that it is extending the expiration date of its $21.00 per share
cash tender offer to acquire all of the outstanding shares of VLSI Technology,
Inc. (Nasdaq:VLSI) to 12:00 midnight, New York City time on Tuesday, June 1,
1999, unless the tender offer is further extended. At the close of business on
May 11, 1999, approximately 2,370,000 shares of VLSI's common stock had been
validly tendered and not withdrawn pursuant to Philips' tender offer. The tender
offer was scheduled to expire at 12:00 midnight, New York City time, on Friday,
May 14, 1999. The expiration date was extended in order to allow for the
resolution of the regulatory issues described below.
Philips and VLSI are discussing arrangements with relevant United
States authorities to ensure that Philips' acquisition of VLSI would not present
national security concerns based on VLSI's government contracts. Though no
assurance can be given, Philips expects to reach such arrangements.
In addition, after completing collection of information about VLSI's
business, Philips determined that it is required to make an antitrust filing in
Germany. Accordingly, Philips intends to make such filing on May 17, 1999, as to
which a 30-day waiting period applies. Although there can be no assurances that
its request will be granted, Philips will request that the waiting period
terminate on May 31, 1999.
# # #
Royal Philips Electronics of the Netherlands is one of the world's biggest
electronics companies and Europe's largest, with sales of US$33.9 billion in
1998. It is a global leader in color television sets, lighting, electric
shavers, color picture tubes for televisions and monitors, and one-chip TV
products. Its 233,700 employees in more than 60 countries are active in the
areas of lighting, consumer electronics, domestic appliances, components,
semiconductors, medical systems, business electronics, and IT services (Origin).
Philips is quoted on the NYSE, London, Frankfurt, Amsterdam and other stock
exchanges. News from Philips is located at www.news.philips.com.
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CONTACTS:
Royal Philips Electronics George Sard/David Reno
Jeremy Cohen Sard Verbinnen & Co
31-20-597-7213 212/687-8080
Jodi Guilbault
Philips Semiconductors
408/991-2332
[email protected]
www.semiconductors.philips.com
