The text of the letter that was sent to LogicVision’s Board of Directors follows:
| December 17, 2008 |
Board of Directors
LogicVision, Inc.
25 Metro Drive, Third Floor
San Jose, CA 95110
Dear Sirs:
As you know, it has been two weeks since our formal letter to you on December 2nd and over a month since our initial communication to you on November 10th regarding a potential acquisition of LogicVision, Inc. (“LogicVision”) by Virage Logic Corporation (“Virage”). When submitted on December 2nd, our offer of $1.05 per share represented a premium of 114% to the closing price for LogicVision's stock as of December 1, 2008. Our willingness to offer such a premium reflected our belief in the significant value an acquisition of LogicVision would bring to Virage Logic. It appears, however, that you have no serious interest in engaging in discussions with us regarding our proposal, despite the obvious benefit to LogicVision’s stockholders. The decision by the LogicVision Board of Directors to adopt a stockholders’ rights plan is a further indication that you are not willing to submit our proposal to LogicVision’s stockholders.
To date we have invested considerable time and resources in evaluating the prospective benefits and risks of an acquisition of LogicVision. We are no longer willing to continue to do so given the lack of any significant progress to date in advancing to substantive discussions. Accordingly, we are withdrawing our prior offer to acquire LogicVision at $1.05 per share. We continue to believe that our offer provided your stockholders with full and fair value for their shares, and you have unfortunately foreclosed the ability of your stockholders to realize this value.
Sincerely yours,
VIRAGE LOGIC CORPORATION
/s/J. Daniel McCranie
J. Daniel McCranie
Executive Chairman
cc: Alex Shubat
About Virage Logic
Virage Logic is a leading provider of semiconductor intellectual property (IP) for the design of complex integrated circuits. The company’s highly differentiated product portfolio includes embedded SRAMs, embedded NVMs, embedded test and repair, logic libraries, memory development software, and DDR memory controller subsystems. As the industry’s trusted semiconductor IP partner, foundries, IDMs and fabless customers rely on Virage Logic to achieve higher performance, lower power, higher density and optimal yield, as well as shorten time-to-market and time-to-volume. For further information, visit www.viragelogic.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
Statements in this press release, including those regarding Virage Logic’s previous proposal to acquire LogicVision Corporation, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “believe”, “expect”, “intend”, “estimate” (and the negative of any of these terms), “future” and similar expressions help identify forward-looking statements. These forward-looking statements are subject to business and economic risk and reflect the current expectations of Virage Logic’s management, as applicable, and involve subjects that are inherently uncertain and difficult to predict. Actual results could differ materially from these forward-looking statements because of factors and risks including those described in Virage Logic’s Annual Report on Form 10-K for the period ended September 30, 2008, and in Virage Logic’s other periodic reports filed with the SEC, all of which are available from Virage Logic’s website ( www.viragelogic.com) or from the SEC’s website (www.sec.gov), and in news releases and other communications. If any of these risks or uncertainties materialize, the potential benefits of an acquisition may not be realized, Virage Logic’s operating results and financial performance could suffer, and actual results could differ materially from the expectations described in these forward-looking statements. Virage Logic undertakes no duty to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.
Contact:
Virage Logic Corporation
Brian Sereda, 510-360-8017
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