AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 30th, 2014 • Microchip Technology Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 9, 2014 by and among MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation (“Parent”), ORCHID ACQUISITION CORPORATION, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and SUPERTEX, INC., a California corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
TENDER AGREEMENT Between Microchip Technology (Barbados) II Incorporated and Directors, Certain Officers and Certain Shareholders of ISSC Technologies Corp. Dated as of May 22, 2014Tender Agreement • May 30th, 2014 • Microchip Technology Inc • Semiconductors & related devices
THIS TENDER AGREEMENT (this "Agreement"), dated as of May 22, 2014, is being entered into by and between Microchip Technology (Barbados) II Incorporated, an exempted company incorporated with limited liability with company number 250343 and in existence under the laws of the Cayman Islands with its registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, and having a branch office in Taiwan at 30F-1, No.8, Min-Chuan 2nd Road, Kaohsiung, 80661, ROC ("Merger Sub") and those persons listed in Exhibit A attached hereto (each, a "Seller"; collectively the "Sellers").
Re: Guaranty Concerning Merger AgreementGuaranty Concerning Merger Agreement • May 30th, 2014 • Microchip Technology Inc • Semiconductors & related devices
This Guaranty ("Guaranty") is made as of May 22, 2014, by Microchip Technology Incorporated, a company organized and existing under the laws of the state of Delaware ("Guarantor") and the parent company of Merger Sub, to and for the benefit of ISSC Technologies Corp., a company incorporated and in existence under the laws of the Republic of China (the "ROC") with a principal place of business at 5F., No.5, Industry East 7th Road, Hsinchu Science Park, Hsinchu City 30077, ROC (the "Company") with respect to certain obligations of Microchip Technology (Barbados) II Incorporated, a company incorporated and in existence under the laws of the the Cayman Islands with its registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, and having a branch office in the ROC at 30F-1, No.8, Min-Chuan 2nd Road, Kaohsiung, 80661, ROC ("Merger Sub").
AGREEMENT AND PLAN OF MERGER between Microchip Technology (Barbados) II Incorporated and ISSC Technologies Corp. Dated as of May 22, 2014Agreement and Plan of Merger • May 30th, 2014 • Microchip Technology Inc • Semiconductors & related devices
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 22, 2014, is being entered into by and between Microchip Technology (Barbados) II Incorporated, an exempted company incorporated with limited liability with company number 250343 and in existence under the laws of the Cayman Islands with its registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, and having a branch office in the Republic of China (the "ROC") at 30F-1, No.8, Min-Chuan 2nd Road, Kaohsiung, 80661, ROC ("Merger Sub") and ISSC Technologies Corp., a company incorporated and in existence under the laws of the ROC with a principal place of business at 5F., No.5, Industry East 7th Road, Hsinchu Science Park, Hsinchu City 30077, ROC (the "Company").
