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[ScovilleUnits]

SMSC Announces Agreement to Acquire Conexant Systems, Inc.

8-K ... http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=7332298

Item 1.01 Entry into a Material Definitive Agreement.

On January 9, 2011, Conexant Systems, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Standard Microsystems Corporation, a Delaware corporation (“Parent”), and Comet Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent. The Board of Directors of the Company has approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and has recommended that the stockholders of the Company vote in favor of adoption of the Merger Agreement.

Merger Agreement

Subject to the terms and conditions of the Merger Agreement, each outstanding share of the Company’s common stock at the effective time of the Merger (the “Effective Time”) will be converted into the right to receive (i) $1.125 (the “Cash Consideration”) in cash, without interest and subject to any applicable withholding tax and (ii) a fraction (the “Exchange Ratio”) of a share of Parent common stock (together with the Cash Consideration, the “Merger Consideration”). If the volume-weighted average price of a share of Parent common stock as reported by Bloomberg during the 20-day period ending on the second full trading day prior to the closing date of the Merger (the “Average Parent Stock Price”) is greater than $26.381 but less than $32.244, then the Exchange Ratio will be the Cash Consideration divided by the Average Parent Stock Price. If the Average Parent Stock Price is equal to or less than $26.381, then the Exchange Ratio will be fixed at 0.04264. On the other hand, if the Average Parent Stock Price is equal to or greater than $32.244, then the Exchange Ratio will be fixed at 0.03489. No fractional shares of Parent’s common stock will be issued in the Merger, and the Company’s stockholders will receive cash in lieu of fractional shares, if any, of Parent’s common stock ............>>>>>>

Form 425, Business Combination Prospectus .... http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=7336912