Sigma Designs, Inc. ("Sigma") has two business lines: semiconductor technologies for Internet of Things products, and technologies for Smart TVs and set-top boxes.
On December 7, 2017, Sigma and Silicon Laboratories Inc. (“Silicon Labs”) announced that they had entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which Silicon Labs would acquire all of the outstanding shares of common stock of Sigma for $7.05 per share. The Merger Agreement included provisions whereby if specific contracts were not terminated by January 22, 2018, if Sigma’s TV business was not sold or shut down by December 14, 2017, or if the Company did not have $40 million in cash by January 23, 2018, then Sigma would sell its ZWave business to Silicon Labs for $240 million (the “Asset Sale”). On January 23, 2018, Sigma disclosed that it had failed to meet the conditions for the merger and, instead, would be moving forward with the Asset Sale.
The Complaint alleges that Defendants have violated Section 14(a) and 20(a) of the Exchange Act by causing a materially incomplete and misleading preliminary proxy statement (the “Proxy”) to be filed with the Securities and Exchange Commission (“SEC”) on February 23, 2018. The Proxy recommends that Sigma stockholders vote in favor of a proposed transaction whereby Sigma’s ZWave business is acquired by Silicon Labs. The Complaint alleges that, specifically, the Proxy contains materially incomplete and misleading information concerning the sales process, financial projections prepared by Sigma management, as well as the financial analyses conducted by Deutsche Bank Securities Inc. (“Deutsche Bank”), Sigma’s financial advisor.
This case was voluntarily dismissed on May 16, 2018.