IDT Stockholders Approve Merger Proposal, CFIUS Approval Slowed by Government Shutdown

January 16, 2019 by Paul Shepard

Integrated Device Technology, Inc. (IDT®) announced that, at the Company’s special meeting of stockholders held on January 15th, 2019, IDT stockholders voted to adopt the Agreement and Plan of Merger, dated September 10, 2018, by and between IDT and Renesas Electronics Corporation.

Approximately 99% of all votes cast voted in favor of the adoption of the merger agreement, representing approximately 82% of all outstanding shares as of November 23, 2018, the record date for the special meeting. The final voting results for each of the proposals voted on at the special meeting of stockholders will be reported on a Current Report on Form 8-K, in accordance with the rules of the U.S. Securities and Exchange Commission.

Closing of the transaction remains subject to customary closing conditions and remaining regulatory approvals.

On December 21, 2018, IDT reported that the Committee on Foreign Investment in the United States (CFIUS) review regarding national security concerns relating to the Merger was underway and the initial 45-day review period would conclude by January 2, 2019. Due to the U.S. government shutdown that commenced in December 2018, this review period has been tolled pursuant to section 1709 of the Foreign Investment Risk Review Modernization Act of 2018, and will resume following the resumption of operations by the relevant U.S. government agencies.

As previously announced, the two companies have already received regulatory antitrust approval for the proposed transaction from China, Germany, Hungary, and Korea. In addition, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed acquisition expired at 11:59 p.m., Eastern time, on October 22, 2018.