Item 1.01 Entry Into a Material Definitive Agreement.
On
At the Effective Time, each share of (i) capital stock of
The transaction is expected to close in the Company's first fiscal quarter of
2021, subject to satisfaction of certain closing conditions. Each party's
obligation to consummate the transaction pursuant to the Merger Agreement is
subject to a number of conditions as set forth therein, including, among others
(i) the accuracy of the representations and warranties of the parties (subject,
in certain cases, materiality qualifiers), (ii) performance in all material
respects by each of the parties of its obligations and covenants,
(iii) procurement of certain specified third-party consents, and (iv) absence of
any material adverse effect. The Merger Agreement also contains certain
termination rights for both the Company and
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which is expected to be filed with the Company's next quarterly report in
accordance with the rules and regulations of the
Subject to the terms of the Merger Agreement, the representations and warranties set forth in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement and the Merger Agreement (i) should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in the Merger Agreement by disclosures that were made to the other parties in accordance with the Merger Agreement, (iii) may apply contractual standards of "materiality" that are different from "materiality" under applicable securities laws, and (iv) were made only as of the dates set specified in the Merger Agreement.
Item 7.01 Regulation FD Disclosure.
On
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 99.1 Press Release from Synaptics Incorporate datedJuly 20, 2020 , titled "Synaptics to Acquire DisplayLink, Extending Video Interface Market Leadership" 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Forward-looking statements include, without limitation, statements about the
proposed divestment by the Company of the Business and expectations regarding
the completion thereof. Forward-looking statements involve uncertainties, risks,
assumptions and contingencies, many of which are outside the Company's control
that may cause actual results to differ materially from those described in or
implied by any forward-looking statements. All forward-looking statements are
based on currently available information and speak only as of the date on which
they are made. The Company assumes no obligation to update any forward-looking
statement made in this Current Report that becomes untrue because of subsequent
events, new information or otherwise, except to the extent it is required to do
so in connection with its ongoing requirements under Federal securities laws.
For a further discussion of factors that could cause the Company's future
results to differ materially from any forward-looking statements, see the
section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for
the year ended
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