Genesis Microchip Inc. Employee Stock Purchase Plan Termination Notice January 15, 2008
Exhibit (e)(27)
Genesis Microchip Inc.
January 15, 2008
Dear ESPP Participant:
As you may know, Genesis Microchip Inc. (“Genesis”) has entered into an Agreement and
Plan of Merger (the “Merger Agreement”) by and among the Company, STMicroelectronics N.V.
(“STM”), and Sophia Acquisition Corporation whereby Genesis will become a wholly owned
subsidiary of STM (the “Merger”). The purpose of this letter is to summarize briefly the
treatment of your participation in the Genesis Microchip Inc. 2007 Employee Stock Purchase Plan
(the “ESPP”) in connection with the Merger.
In accordance with the terms of the Merger Agreement, the Company is terminating the ESPP as
of today, January 15, 2008, and no new offering periods will commence thereunder. As described
below, all outstanding offering periods under the ESPP will be shortened, and your accumulated
payroll deductions will be used to purchase shares of Genesis common stock on the last day of the
offering period.
When is the ESPP terminating?
The ESPP is terminated as of January 15, 2008, contingent upon the closing of the Merger. All
outstanding offering periods will terminate on January 15, 2008 (the “New Exercise Date”)
whether or not the Merger is consummated. This notice will serve as your notification required by
the terms of the ESPP. Shares will automatically be purchased on your behalf on the New Exercise
Date, unless you have withdrawn from the offering period prior to such date.
What does the termination of the ESPP mean to me?
On the New Exercise Date, your accumulated payroll deductions will be used to purchase shares
of Genesis common stock, unless you have withdrawn from the ESPP prior to the New Exercise Date.
You may tender the shares of Genesis common stock that you purchase on the New Exercise Date
as contemplated by the Merger Agreement by contacting E*Trade customer service at ▇▇▇-▇▇▇-▇▇▇▇ with
instructions to tender your shares before the expiration of the tender offer.
What price will I pay for shares of Company common stock?
The purchase price per share of Genesis common stock will equal the lower of: 85% of
the fair market value of a share of Genesis common stock on the first day of the
offering period in which you are participating, or 85% of the fair market value of a share of
Genesis common stock on the New Exercise Date. Please review the ESPP plan document and/or your
ESPP prospectus if you need further information on the purchase price per share of Genesis common
stock under the ESPP.
For Further Information
If you have any additional questions about the termination of the ESPP or the New Exercise
Date as described above, please contact me at (▇▇▇) ▇▇▇-▇▇▇▇.
| Sincerely, | ||
| /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Vice President, Human Resources |
Important Information
The tender offer for the outstanding shares of Genesis Microchip Inc. described herein commenced on
December 18, 2007. 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 are being 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 was
filed with the U.S. Securities and Exchange Commission (“SEC”) by ▇▇▇▇▇▇ Acquisition Corp., a
wholly owned subsidiary of ST Microelectronics N.V on December 18, 2007. In addition, on December
18, 2007 Genesis Microchip Inc. filed 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 ▇▇▇.▇▇▇.▇▇▇ or from Genesis Investor Relations Department, Investor Relations, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Genesis Microchip Inc.’s shareholders may obtain copies of these documents (when they become available) for free at the SEC’s website at ▇▇▇.▇▇▇.▇▇▇ or from Genesis Investor Relations Department, Investor Relations, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.