| Amount Previously Paid: | | | Not applicable. | |
| Form or Registration No.: | | | Not applicable. | |
| Filing Party: | | | Not applicable. | |
| Date Filed: | | | Not applicable. | |
Exhibit
No. |
| |
Description
|
|
(a)(1)(A) | | | | |
(a)(1)(B) | | | | |
(a)(1)(C) | | | | |
(a)(1)(D) | | | | |
(a)(1)(E) | | | | |
(a)(1)(F) | | | Summary Advertisement as published in the Wall Street Journal, dated February 28, 2022 | |
(a)(2) | | | Not applicable | |
(a)(3) | | | Not applicable | |
| |
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M.,
EASTERN TIME, ON MARCH 25, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED. |
| |
| | | | | 1 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 9 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 15 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 21 | | | |
| | | | | 21 | | | |
| | | | | 25 | | | |
| | | | | 27 | | | |
| | | | | 43 | | | |
| | | | | 44 | | | |
| | | | | 47 | | | |
| | | | | 49 | | | |
| | | | | 49 | | |
Year Ended December 31, 2021:
|
| |
High
|
| |
Low
|
| ||||||
Fourth Quarter
|
| | | $ | 2.70 | | | | | $ | 1.69 | | |
Third Quarter
|
| | | $ | 3.27 | | | | | $ | 2.36 | | |
Second Quarter
|
| | | $ | 4.49 | | | | | $ | 2.345 | | |
First Quarter
|
| | | $ | 8.33 | | | | | $ | 2.67 | | |
Year Ended December 31, 2020:
|
| |
High
|
| |
Low
|
| ||||||
Fourth Quarter
|
| | | $ | 3.09 | | | | | $ | 2.09 | | |
Third Quarter
|
| | | $ | 3.01 | | | | | $ | 2.11 | | |
Second Quarter
|
| | | $ | 3.07 | | | | | $ | 1.24 | | |
First Quarter
|
| | | $ | 3.29 | | | | | $ | 0.951 | | |
c.
|
(1)
|
the representations and warranties of RESN set forth in Section 4.01(a) (Organization and Qualification), the first two sentences of Section 4.01(b) (Company Subsidiaries), Section 4.03(e)(ii) (Capitalization — outstanding capital stock), Section 4.04(b) (Authority Relevant to this Agreement — board resolution), Section 4.20 (Takeover Laws) or Section 4.29 (Opinion of Financial Advisor) of the Merger Agreement, (x) that are qualified by materiality or Material Adverse Effect are not true and correct in all respects as of the date the Merger Agreement or shall not be true and correct in all respects as of the expiration of the Offer as though made on and as of the expiration of the Offer (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date) or (y) that are not qualified by materiality or Material Adverse Effect are not true and correct in all material respects as of the Merger Agreement or are not true and correct in all material respects as of the expiration of the Offer as though made on and as of the expiration of the Offer (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date); |
Name
|
| |
Current Principal Occupation
or Employment and 5-Year Employment History |
|
Norio Nakajima* | | | Mr. Nakajima has served as Director since 2020. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Power Solutions, Inc from 2015 to 2020. | |
Satoshi Sonoda* | | | Mr. Sonoda has served as Director since 2015. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Electronics Trading México, S. A. de C. V. since 2015. | |
David M. Kirk* | | | Mr. Kirk has served as Director and President & CEO since 2011. He has also served in various other positions at Murata and its subsidiaries, including as a Director and President of Murata Electronics Trading México, S. A. de C. V. since 2011. Prior to that, he served as President & CEO for RF Monolithics, Inc. since 1999. | |
Masanori Minamide* | | | Mr. Minamide has served as Director since 2021. He has also served in various other positions at Murata and its subsidiaries, including as a Director of pSemi Corporation since 2021. | |
Steven Geoffrey (Geoff Brock) | | | Mr. Brock has served as VP, Connectivity Business Unit since 2021. Prior to that, he served as VP, Business Development from 2018 to 2021. | |
Norwood E. Wilder (Woody Wilder) | | | Mr. Wilder has served as VP, Mobility Business Unit since 2021. Prior to that, he served as VP, North America Sales from 2018 to 2021. | |
Jeffrey A. Gregus (Jeff Gregus) | | | Mr. Gregus has served as VP, Operations since 2018. Prior to that, he served as Director of Operations from 2012 to 2018. | |
Mehul K. Udani | | | Mr. Udani has served as VP, Corporate Technology and Innovation since 2021. Prior to that, he served as Sr. Director, Strategic Marketing from 2019 to 2021. | |
Michael D. Ingram (Mike Ingram) | | | Mr. Ingram has served as VP, Mass Market Business Unit since 2021. Prior to that, he served as Sr. Director, Mass Market Sales from 2019 to 2021. | |
Kohei Tominaga | | | Mr. Tominaga has served as Treasurer since 2020. He has also served in various other positions at Murata’s subsidiaries, including as a Treasurer of Murata Electronics Trading México, S. A. de C. V. since 2019. | |
Name
|
| |
Current Principal Occupation
or Employment and 5-Year Employment History |
|
Masanori Minamide* | | | Mr. Minamide has served as Director since 2022. He has also served in various other positions at Murata and its subsidiaries, including as a Director of pSemi Corporation since 2021. | |
Fumiyuki Suchi | | | Mr. Suchi has served as Secretary since 2022. He has also served in Murata as the General Manager of Corporate Strategy Department since 2021. | |
Name
|
| |
Current Principal Occupation
or Employment and 5-Year Employment History |
|
Tsuneo Murata | | | Mr. Murata has served as Chairman of the Board since 2020. He had also served in various other positions at Murata and its subsidiaries, including as a Director of Parent from 1995 to 2020. | |
Norio Nakajima | | |
Mr. Nakajima has served as President since 2020.
He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Power Solutions, Inc from 2015 to 2020.
|
|
Hiroshi Iwatsubo | | | Mr. Iwatsubo has served as Senior Executive Vice President and Board Member since 2020. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Vios, Inc. since 2018. | |
Satoshi Sonoda | | | Mr. Sonoda has served as Executive Vice President since 2015. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Electronics Trading México, S. A. de C. V. since 2015. | |
Masahiro Ishitani | | | Mr. Ishitani has served as Executive Vice President and Board Member since 2020. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Fukui Murata Manufacturing Co., Ltd. since 2016. | |
Kenichi Mizuno | | | Mr. Mizuno has served as Executive Vice President since 2021. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Electronics (Malaysia) Sdn. Bhd. since 2020. | |
Ryuji Miyamoto | | | Mr. Miyamoto has served as Executive Vice President and Board Member since 2019. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata (China) Investment Co., Ltd. since 2021. | |
Masanori Minamide | | | Mr. Minamide has served as Executive Vice President and Board Member since 2019. He has also served in various other positions at Murata and its subsidiaries, including as a Director of pSemi Corporation since 2021. | |
Nagato Omori | | | Mr. Omori has served as Senior Vice President since 2019. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Fukui Murata Manufacturing Co., Ltd. | |
Name
|
| |
Current Principal Occupation
or Employment and 5-Year Employment History |
|
| | | since 2020. | |
Ken Tonegawa | | | Mr. Tonegawa has served as Senior Vice President since 2019. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Tohoku Murata Manufacturing Co., Ltd. since 2020. | |
Toshikazu Sasaki | | | Mr. Sasaki has served as Vice President since 2016. He has also served in various other positions at Murata and its subsidiaries, including as a President of Okayama Murata Mfg. Co., Ltd. since 2021. | |
Shinji Nomura | | | Mr. Nomura has served as Vice President since 2017. He has also served in various other positions at Murata and its subsidiaries, including as a President of Fukui Murata Manufacturing Co., Ltd. since 2021. | |
Takaharu Sakai | | | Mr. Sakai has served as Vice President since 2017. He has also served as a Director of Quality Assurance Group since 2020. | |
Noriyuki Kubodera | | | Mr. Kubodera has served as Vice President since 2017. He has also served as a Director of Corporate Technology & Business Development Unit since 2014. | |
Toshihiko Okamoto | | | Mr. Okamoto has served as Vice President since 2018. He has also served as a Director of Business Engineering & Information System Group since 2018. | |
Yoshitaka Tanino | | | Mr. Tanino has served as Vice President since 2019. He had also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Business Engineering (India) Private Limited from 2017 to 2019. | |
Kohei Miyao | | | Mr. Miyao has served as Vice President since 2021. He has also served as a Director of Procurement Division since 2021. | |
Masamichi Ando | | | Mr. Ando has served as Vice President since 2021. He has also served in various other positions at Murata and its subsidiaries, including as a Director of PIECLEX Co., Ltd. since 2020. | |
Takashi Shigematsu | | | Mr. Shigematsu has served as Outside Director, Board Member since 2015. He has also served as Outside Director, Audit & Supervisory Committee Member of Bando Chemical Industries, Ltd. since 2015, and Outside Director of Ashimori Industry Co., Ltd. since 2019. | |
Yuko Yasuda | | | Ms. Yasuda has served as Outside Director, Board Member since 2020. She has also served as a Senior Partner of Board Advisors Japan, Inc. since 2020, and Outside Director of Nippon Suisan Kaisha, Ltd. since 2020. | |
Name
|
| |
Current Principal Occupation
or Employment and 5-Year Employment History |
|
Yoshiro Ozawa | | | Mr. Ozawa has served as Board Member, Audit and Supervisory Committee Member since 2018. He had also served as a Director of Administration Group from 2017 to 2018. | |
Hyo Kambayashi | | | Mr. Kambayashi has served as Outside Director, Board Member and Audit and Supervisory Committee Member since 2018. He has also served as a Chairman and Senior Managing Director of Protiviti LLC since 2016. | |
Takatoshi Yamamoto | | | Mr. Yamamoto has served as Outside Director, Board Member and Audit and Supervisory Committee Member since 2020. He has also served Outside Director of Hitachi, Ltd. since 2016. | |
Naoko Munakata | | | Ms. Munakata has served as Outside Director, Board Member and Audit and Supervisory Committee Member since 2020. She has also served as Advisor of The Dai-ichi Life Research Institute Inc. since 2019. | |
|
If delivering by Registered & Overnight Mail:
|
| |
If delivering by First Class Mail:
|
|
|
Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer 150 Royall Street, Suite V Canton, MA 02021 |
| |
Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer P.O. Box 43011 Providence, RI 02940-3011 |
|
| |
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE
FOLLOWING 11:59 PM, EASTERN TIME, ON MARCH 25, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED. |
| |
| | THIS FORM SHOULD BE COMPLETED, SIGNED AND SENT TOGETHER WITH ALL OTHER DOCUMENTS, INCLUDING YOUR CERTIFICATES FOR SHARES OF COMMON STOCK, TO COMPUTERSHARE TRUST COMPANY, N.A. (THE “DEPOSITARY & PAYING AGENT”) AT ONE OF THE ADDRESSES SET FORTH BELOW. DELIVERY OF THIS LETTER OF TRANSMITTAL OR OTHER DOCUMENTS OR INSTRUCTIONS TO AN ADDRESS OTHER THAN AS SET FORTH BELOW DOES NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO PJ COSMOS ACQUISITION COMPANY, INC., MURATA ELECTRONICS NORTH AMERICA, INC., OR D.F. KING & CO., INC. (THE “INFORMATION AGENT”) WILL NOT BE FORWARDED TO THE DEPOSITARY & PAYING AGENT AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY & PAYING AGENT. | | |
|
If delivering by Registered & Overnight Mail:
Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer 150 Royall Street, Suite V Canton, MA 02021 |
| |
If delivering by First Class Mail:
Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer P.O. Box 43011 Providence, RI 02940-3011 |
|
| |
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY |
| |
| |
☐
CHECK HERE IF SHARE CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED. SEE INSTRUCTION 9.
|
| |
| |
☐
CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER INTO THE DEPOSITARY & PAYING AGENT’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
|
| |
| |
|
| |
| |
|
| |
| |
|
| |
| |
☐
CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY & PAYING AGENT AND COMPLETE THE FOLLOWING:
|
| |
| |
|
| |
| | Date of Execution of Notice of Guaranteed Delivery: , 2022 | | |
| |
|
| |
| | If Delivery is by Book-Entry Transfer: | | |
| |
|
| |
| |
|
| |
| |
|
| |
| |
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 6, 7 and 8) |
| |
| | To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) or certificates for Shares not tendered or accepted for payment are to be issued in the name of someone other than the registered holder(s) or if DRS Shares or Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to a DRS Account or an account maintained at a Book-Entry Transfer Facility other than the account designated above. | | |
| | Issue ☐ check ☐ certificates to: | | |
| |
Name:
(Please Print)
|
| |
| |
Address:
|
| |
| |
(Include Zip Code)
|
| |
| |
Taxpayer Identification Number:
|
| |
| | ☐ Credit DRS Shares not accepted for payment to the DRS Account set forth below: | | |
| |
Account Name:
|
| |
| |
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8) |
| |
| | To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) or certificates for Shares not tendered or accepted for payment are to be mailed to someone other than the registered holder(s) or to the registered holder(s) at an address other than the address(es) appearing above under “Description of Shares Tendered.” | | |
| | Issue ☐ check ☐ certificates to: | | |
| |
Name:
(Please Print)
|
| |
| |
Address:
|
| |
| |
(Include Zip Code)
|
| |
| |
SIGN HERE
(Please complete the enclosed Internal Revenue Service Form W-9 or provide an applicable Form W-8) |
| |
| |
Sign Here:
|
| |
| |
Sign Here:
Signature(s) of Stockholder(s)
|
| |
| | Dated , 2022 | | |
| |
Name(s):
|
| |
| |
Business name, if different from above:
(Please Print)
|
| |
| |
Capacity (Full Title):
|
| |
| |
Address:
|
| |
| |
(Include Zip Code)
|
| |
| |
Area Code and Telephone Number:
|
| |
| | (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s), DRS Account or security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.) | | |
| |
Guarantee of Signature(s)
(If required; see Instructions 1 and 5) (For use by Eligible Institutions only. Place medallion guarantee in space below.) |
| |
| |
Name of Firm:
|
| |
| |
Address:
|
| |
| |
(Include Zip Code)
|
| |
| |
|
| |
| |
Name:
(Please Print)
|
| |
| |
|
| |
| | Dated , 2022 | | |
| |
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE
FOLLOWING 11:59 PM, EASTERN TIME, ON MARCH 25, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED. |
| |
|
If delivering by Registered & Overnight Mail:
|
| |
If delivering by First Class Mail:
|
|
|
Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer 150 Royall Street, Suite V Canton, MA 02021 |
| |
Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer P.O. Box 43011 Providence, RI 02940-3011 |
|
|
Name of record holder (please print):
|
|
|
Signature:
|
|
|
Address:
|
|
|
|
|
|
|
|
|
Zip code:
|
|
|
Telephone number: ( )
|
|
|
Certificate numbers, if available:
|
|
| If delivery will be by book-entry transfer, check this box: ☐ | |
|
Name of tendering institution:
|
|
|
Account number:
|
|
|
(Name of Firm)
|
|
|
(Address)
|
|
|
(Zip Code)
|
|
|
(Authorized Signature)
|
|
|
(Name and Title)
|
|
|
(Area Code and Telephone Number)
|
|
| |
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE
FOLLOWING 11:59 PM, EASTERN TIME, ON MARCH 25, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED. |
| |
| |
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE
FOLLOWING 11:59 PM, EASTERN TIME, ON MARCH 25, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED. |
| |
| |
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M.,
EASTERN TIME, ON MARCH 25, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED. |
| |
| | | | | 1 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 9 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 15 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 21 | | | |
| | | | | 21 | | | |
| | | | | 25 | | | |
| | | | | 27 | | | |
| | | | | 43 | | | |
| | | | | 44 | | | |
| | | | | 47 | | | |
| | | | | 49 | | | |
| | | | | 49 | | |
Year Ended December 31, 2021:
|
| |
High
|
| |
Low
|
| ||||||
Fourth Quarter
|
| | | $ | 2.70 | | | | | $ | 1.69 | | |
Third Quarter
|
| | | $ | 3.27 | | | | | $ | 2.36 | | |
Second Quarter
|
| | | $ | 4.49 | | | | | $ | 2.345 | | |
First Quarter
|
| | | $ | 8.33 | | | | | $ | 2.67 | | |
Year Ended December 31, 2020:
|
| |
High
|
| |
Low
|
| ||||||
Fourth Quarter
|
| | | $ | 3.09 | | | | | $ | 2.09 | | |
Third Quarter
|
| | | $ | 3.01 | | | | | $ | 2.11 | | |
Second Quarter
|
| | | $ | 3.07 | | | | | $ | 1.24 | | |
First Quarter
|
| | | $ | 3.29 | | | | | $ | 0.951 | | |
c.
|
(1)
|
the representations and warranties of RESN set forth in Section 4.01(a) (Organization and Qualification), the first two sentences of Section 4.01(b) (Company Subsidiaries), Section 4.03(e)(ii) (Capitalization — outstanding capital stock), Section 4.04(b) (Authority Relevant to this Agreement — board resolution), Section 4.20 (Takeover Laws) or Section 4.29 (Opinion of Financial Advisor) of the Merger Agreement, (x) that are qualified by materiality or Material Adverse Effect are not true and correct in all respects as of the date the Merger Agreement or shall not be true and correct in all respects as of the expiration of the Offer as though made on and as of the expiration of the Offer (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date) or (y) that are not qualified by materiality or Material Adverse Effect are not true and correct in all material respects as of the Merger Agreement or are not true and correct in all material respects as of the expiration of the Offer as though made on and as of the expiration of the Offer (except representations and warranties that by their terms speak specifically as of another date, in which case as of such date); |
Name
|
| |
Current Principal Occupation
or Employment and 5-Year Employment History |
|
Norio Nakajima* | | | Mr. Nakajima has served as Director since 2020. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Power Solutions, Inc from 2015 to 2020. | |
Satoshi Sonoda* | | | Mr. Sonoda has served as Director since 2015. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Electronics Trading México, S. A. de C. V. since 2015. | |
David M. Kirk* | | | Mr. Kirk has served as Director and President & CEO since 2011. He has also served in various other positions at Murata and its subsidiaries, including as a Director and President of Murata Electronics Trading México, S. A. de C. V. since 2011. Prior to that, he served as President & CEO for RF Monolithics, Inc. since 1999. | |
Masanori Minamide* | | | Mr. Minamide has served as Director since 2021. He has also served in various other positions at Murata and its subsidiaries, including as a Director of pSemi Corporation since 2021. | |
Steven Geoffrey (Geoff Brock) | | | Mr. Brock has served as VP, Connectivity Business Unit since 2021. Prior to that, he served as VP, Business Development from 2018 to 2021. | |
Norwood E. Wilder (Woody Wilder) | | | Mr. Wilder has served as VP, Mobility Business Unit since 2021. Prior to that, he served as VP, North America Sales from 2018 to 2021. | |
Jeffrey A. Gregus (Jeff Gregus) | | | Mr. Gregus has served as VP, Operations since 2018. Prior to that, he served as Director of Operations from 2012 to 2018. | |
Mehul K. Udani | | | Mr. Udani has served as VP, Corporate Technology and Innovation since 2021. Prior to that, he served as Sr. Director, Strategic Marketing from 2019 to 2021. | |
Michael D. Ingram (Mike Ingram) | | | Mr. Ingram has served as VP, Mass Market Business Unit since 2021. Prior to that, he served as Sr. Director, Mass Market Sales from 2019 to 2021. | |
Kohei Tominaga | | | Mr. Tominaga has served as Treasurer since 2020. He has also served in various other positions at Murata’s subsidiaries, including as a Treasurer of Murata Electronics Trading México, S. A. de C. V. since 2019. | |
Name
|
| |
Current Principal Occupation
or Employment and 5-Year Employment History |
|
Masanori Minamide* | | | Mr. Minamide has served as Director since 2022. He has also served in various other positions at Murata and its subsidiaries, including as a Director of pSemi Corporation since 2021. | |
Fumiyuki Suchi | | | Mr. Suchi has served as Secretary since 2022. He has also served in Murata as the General Manager of Corporate Strategy Department since 2021. | |
Name
|
| |
Current Principal Occupation
or Employment and 5-Year Employment History |
|
Tsuneo Murata | | | Mr. Murata has served as Chairman of the Board since 2020. He had also served in various other positions at Murata and its subsidiaries, including as a Director of Parent from 1995 to 2020. | |
Norio Nakajima | | |
Mr. Nakajima has served as President since 2020.
He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Power Solutions, Inc from 2015 to 2020.
|
|
Hiroshi Iwatsubo | | | Mr. Iwatsubo has served as Senior Executive Vice President and Board Member since 2020. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Vios, Inc. since 2018. | |
Satoshi Sonoda | | | Mr. Sonoda has served as Executive Vice President since 2015. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Electronics Trading México, S. A. de C. V. since 2015. | |
Masahiro Ishitani | | | Mr. Ishitani has served as Executive Vice President and Board Member since 2020. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Fukui Murata Manufacturing Co., Ltd. since 2016. | |
Kenichi Mizuno | | | Mr. Mizuno has served as Executive Vice President since 2021. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Electronics (Malaysia) Sdn. Bhd. since 2020. | |
Ryuji Miyamoto | | | Mr. Miyamoto has served as Executive Vice President and Board Member since 2019. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Murata (China) Investment Co., Ltd. since 2021. | |
Masanori Minamide | | | Mr. Minamide has served as Executive Vice President and Board Member since 2019. He has also served in various other positions at Murata and its subsidiaries, including as a Director of pSemi Corporation since 2021. | |
Nagato Omori | | | Mr. Omori has served as Senior Vice President since 2019. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Fukui Murata Manufacturing Co., Ltd. | |
Name
|
| |
Current Principal Occupation
or Employment and 5-Year Employment History |
|
| | | since 2020. | |
Ken Tonegawa | | | Mr. Tonegawa has served as Senior Vice President since 2019. He has also served in various other positions at Murata and its subsidiaries, including as a Director of Tohoku Murata Manufacturing Co., Ltd. since 2020. | |
Toshikazu Sasaki | | | Mr. Sasaki has served as Vice President since 2016. He has also served in various other positions at Murata and its subsidiaries, including as a President of Okayama Murata Mfg. Co., Ltd. since 2021. | |
Shinji Nomura | | | Mr. Nomura has served as Vice President since 2017. He has also served in various other positions at Murata and its subsidiaries, including as a President of Fukui Murata Manufacturing Co., Ltd. since 2021. | |
Takaharu Sakai | | | Mr. Sakai has served as Vice President since 2017. He has also served as a Director of Quality Assurance Group since 2020. | |
Noriyuki Kubodera | | | Mr. Kubodera has served as Vice President since 2017. He has also served as a Director of Corporate Technology & Business Development Unit since 2014. | |
Toshihiko Okamoto | | | Mr. Okamoto has served as Vice President since 2018. He has also served as a Director of Business Engineering & Information System Group since 2018. | |
Yoshitaka Tanino | | | Mr. Tanino has served as Vice President since 2019. He had also served in various other positions at Murata and its subsidiaries, including as a Director of Murata Business Engineering (India) Private Limited from 2017 to 2019. | |
Kohei Miyao | | | Mr. Miyao has served as Vice President since 2021. He has also served as a Director of Procurement Division since 2021. | |
Masamichi Ando | | | Mr. Ando has served as Vice President since 2021. He has also served in various other positions at Murata and its subsidiaries, including as a Director of PIECLEX Co., Ltd. since 2020. | |
Takashi Shigematsu | | | Mr. Shigematsu has served as Outside Director, Board Member since 2015. He has also served as Outside Director, Audit & Supervisory Committee Member of Bando Chemical Industries, Ltd. since 2015, and Outside Director of Ashimori Industry Co., Ltd. since 2019. | |
Yuko Yasuda | | | Ms. Yasuda has served as Outside Director, Board Member since 2020. She has also served as a Senior Partner of Board Advisors Japan, Inc. since 2020, and Outside Director of Nippon Suisan Kaisha, Ltd. since 2020. | |
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Current Principal Occupation
or Employment and 5-Year Employment History |
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Yoshiro Ozawa | | | Mr. Ozawa has served as Board Member, Audit and Supervisory Committee Member since 2018. He had also served as a Director of Administration Group from 2017 to 2018. | |
Hyo Kambayashi | | | Mr. Kambayashi has served as Outside Director, Board Member and Audit and Supervisory Committee Member since 2018. He has also served as a Chairman and Senior Managing Director of Protiviti LLC since 2016. | |
Takatoshi Yamamoto | | | Mr. Yamamoto has served as Outside Director, Board Member and Audit and Supervisory Committee Member since 2020. He has also served Outside Director of Hitachi, Ltd. since 2016. | |
Naoko Munakata | | | Ms. Munakata has served as Outside Director, Board Member and Audit and Supervisory Committee Member since 2020. She has also served as Advisor of The Dai-ichi Life Research Institute Inc. since 2019. | |
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If delivering by Registered & Overnight Mail:
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If delivering by First Class Mail:
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Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer 150 Royall Street, Suite V Canton, MA 02021 |
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Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer P.O. Box 43011 Providence, RI 02940-3011 |
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE
FOLLOWING 11:59 PM, EASTERN TIME, ON MARCH 25, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED. |
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| | THIS FORM SHOULD BE COMPLETED, SIGNED AND SENT TOGETHER WITH ALL OTHER DOCUMENTS, INCLUDING YOUR CERTIFICATES FOR SHARES OF COMMON STOCK, TO COMPUTERSHARE TRUST COMPANY, N.A. (THE “DEPOSITARY & PAYING AGENT”) AT ONE OF THE ADDRESSES SET FORTH BELOW. DELIVERY OF THIS LETTER OF TRANSMITTAL OR OTHER DOCUMENTS OR INSTRUCTIONS TO AN ADDRESS OTHER THAN AS SET FORTH BELOW DOES NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO PJ COSMOS ACQUISITION COMPANY, INC., MURATA ELECTRONICS NORTH AMERICA, INC., OR D.F. KING & CO., INC. (THE “INFORMATION AGENT”) WILL NOT BE FORWARDED TO THE DEPOSITARY & PAYING AGENT AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY & PAYING AGENT. | | |
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If delivering by Registered & Overnight Mail:
Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer 150 Royall Street, Suite V Canton, MA 02021 |
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If delivering by First Class Mail:
Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer P.O. Box 43011 Providence, RI 02940-3011 |
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY |
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☐
CHECK HERE IF SHARE CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED. SEE INSTRUCTION 9.
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CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER INTO THE DEPOSITARY & PAYING AGENT’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
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CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY & PAYING AGENT AND COMPLETE THE FOLLOWING:
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| | Date of Execution of Notice of Guaranteed Delivery: , 2022 | | |
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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 6, 7 and 8) |
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| | To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) or certificates for Shares not tendered or accepted for payment are to be issued in the name of someone other than the registered holder(s) or if DRS Shares or Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to a DRS Account or an account maintained at a Book-Entry Transfer Facility other than the account designated above. | | |
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Name:
(Please Print)
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Address:
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(Include Zip Code)
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Taxpayer Identification Number:
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| | ☐ Credit DRS Shares not accepted for payment to the DRS Account set forth below: | | |
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Account Name:
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8) |
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| | To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any federal income and backup withholding tax required to be withheld) or certificates for Shares not tendered or accepted for payment are to be mailed to someone other than the registered holder(s) or to the registered holder(s) at an address other than the address(es) appearing above under “Description of Shares Tendered.” | | |
| | Issue ☐ check ☐ certificates to: | | |
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Name:
(Please Print)
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Address:
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(Include Zip Code)
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SIGN HERE
(Please complete the enclosed Internal Revenue Service Form W-9 or provide an applicable Form W-8) |
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Sign Here:
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Sign Here:
Signature(s) of Stockholder(s)
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| | Dated , 2022 | | |
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Name(s):
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Business name, if different from above:
(Please Print)
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Capacity (Full Title):
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Address:
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(Include Zip Code)
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Area Code and Telephone Number:
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| | (Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s), DRS Account or security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.) | | |
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Guarantee of Signature(s)
(If required; see Instructions 1 and 5) (For use by Eligible Institutions only. Place medallion guarantee in space below.) |
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Name of Firm:
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Address:
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Name:
(Please Print)
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| | Dated , 2022 | | |
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE
FOLLOWING 11:59 PM, EASTERN TIME, ON MARCH 25, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED. |
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If delivering by Registered & Overnight Mail:
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If delivering by First Class Mail:
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Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer 150 Royall Street, Suite V Canton, MA 02021 |
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Computershare Trust Company, N.A.
Attn Corporate Actions Voluntary Offer P.O. Box 43011 Providence, RI 02940-3011 |
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Name of record holder (please print):
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Signature:
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Address:
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Zip code:
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Telephone number: ( )
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Certificate numbers, if available:
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Name of tendering institution:
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Account number:
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(Name of Firm)
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(Address)
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(Zip Code)
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(Authorized Signature)
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(Name and Title)
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(Area Code and Telephone Number)
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE
FOLLOWING 11:59 PM, EASTERN TIME, ON MARCH 25, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED. |
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE
FOLLOWING 11:59 PM, EASTERN TIME, ON MARCH 25, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED. |
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Exhibit (a)(1)(F)
This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated February 28, 2022, and the related letter of transmittal and any amendments or supplements thereto. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction or any administrative or judicial action pursuant thereto. Purchaser (as defined below) may, in its discretion, take such action as it deems necessary to make the Offer to holders of Shares in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser or by one or more registered brokers or dealers licensed under the laws of such jurisdiction.
Notice of Offer
to Purchase for Cash
All Outstanding Shares of Common Stock
of
Resonant Inc.
at
$4.50 Net Per Share
Pursuant to the Offer to Purchase Dated February 28, 2022
by
PJ Cosmos Acquisition
Company, Inc.
a wholly owned subsidiary of
Murata Electronics North America, Inc.
PJ Cosmos Acquisition Company, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Murata Electronics North America, Inc. (“Parent”), a Texas corporation and an indirect subsidiary of Murata Manufacturing Co., Ltd., a Japanese company, is offering to purchase all outstanding shares of common stock, par value $0.001 per share (individually, a “Share” and collectively, the “Shares”), of Resonant Inc. (“RESN”), a Delaware corporation, for $4.50 per Share, net to the seller in cash, without interest and less any applicable withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 28, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase”), and the related letter of transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). Tendering stockholders whose Shares are registered in their names and who tender directly to Computershare Trust Company, N.A. (the “Depositary & Paying Agent”) will not be charged brokerage fees or commissions, but such stockholders will be charged any and all transfer taxes incurred in connection with Purchaser’s acquisition of such Shares pursuant to the Offer (in accordance with Instruction 6 of the Letter of Transmittal). Tendering stockholders whose Shares are registered in the name of their broker, dealer, bank, trust company or other nominee should consult such nominee to determine if any fees may apply. Following the consummation of the Offer, and subject to the conditions described in the Offer to Purchase, Purchaser intends to effect the Merger (as defined below).
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE FOLLOWING 11:59 PM, EASTERN TIME, ON MARCH 25, 2022, UNLESS THE OFFER IS EXTENDED OR TERMINATED. |
The Offer is conditioned upon, among other things: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer, a number of Shares that, together with the Shares then owned by Parent or any of its wholly owned subsidiaries (including Purchaser) (but excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been received, as defined by Section 251(h)(6) of the DGCL), would represent a majority of the total number of Shares outstanding as of immediately prior to the time of acceptance for payment of all Shares that are validly tendered in the Offer (the “Offer Acceptance Time” and such condition, the “Minimum Condition”); and (ii) any applicable waiting period with respect to the purchase of Shares pursuant to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated (the “HSR Condition”). The Offer is also subject to the other conditions described in the Offer to Purchase.
The Offer is being made pursuant to an Agreement and Plan of Merger dated as of February 14, 2022 (the “Merger Agreement”), by and among Parent, Purchaser and RESN. The Merger Agreement provides, among other things, that after consummation of the Offer, Purchaser will merge with and into RESN (the “Merger”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), with RESN continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding Share (other than any Shares held by Parent, Purchaser, RESN or any of Parent’s or RESN’s wholly owned subsidiaries and any Shares held by stockholders who validly exercise their appraisal rights in connection with the Merger) will be automatically converted into the right to receive the price per Share paid in the Offer, payable net to the holder in cash, without interest and less any applicable withholding taxes. The Merger Agreement is more fully described in Section 13 of the Offer to Purchase.
The board of directors of RESN has unanimously: (i) determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are fair to, and in the best interest of RESN and the RESN stockholders; (ii) approved, adopted and declared advisable the execution, delivery and performance by RESN of the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger; (iii) resolved that the Merger shall be effected as soon as practicable following the Offer Acceptance Time without a vote of the stockholders of RESN pursuant to Section 251(h) of the DGCL; and (iv) subject to the terms of the Merger Agreement, resolved and agreed to recommend that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will purchase, as promptly as practicable after the expiration of the Offer, all Shares validly tendered and not properly withdrawn prior to one minute following 11:59 PM, Eastern time, on March 25, 2022 (or any later time to which Purchaser, subject to the terms of the Merger Agreement, extends the period of time during which the Offer is open (as it may be extended, the “Expiration Date”)). If, on any scheduled Expiration Date, any condition to the Offer has not been satisfied or waived by Parent or Purchaser, and if the Merger Agreement has not been terminated pursuant to its terms, Purchaser will (if requested by RESN) extend the Offer for successive periods of up to 10 business days per extension; provided that (i) if any governmental authority in any jurisdiction in which Parent, Purchaser, RESN or their respective subsidiaries, taken as a whole, have material business operations shall have enacted, issued, promulgated, enforced or entered any applicable law or order which is then in effect and prohibits the consummation of the Offer or the Merger and such event has not been waived or cured before any scheduled Expiration Date, Purchaser will not be required to extend the Offer, and (ii) if, on any scheduled Expiration Date, all conditions to the Offer other than the Minimum Condition have been satisfied or waived, Purchaser will only be required to extend the Offer beyond such date for one or more additional periods not to exceed an aggregate of 30 business days to permit the Minimum Condition to be satisfied. Purchaser will not be obligated to extend the Offer beyond the earlier to occur of (1) the valid termination of the Merger Agreement pursuant to its terms or (2) June 14, 2022 (as it may be extended until August 14, 2022 under certain circumstances, in accordance with the terms of the Merger Agreement, the “End Date”).
Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof consistent with the requirements of the SEC. In the case of an extension of the Offer, Purchaser will inform the Depositary & Paying Agent of that fact and will make a public announcement of such extension, no later than the earlier of (i) 9:00 AM, Eastern time, or (ii) the first opening of Nasdaq, on the next business day after the previously scheduled Expiration Date. During any extension of the Offer, all Shares previously validly tendered and not properly withdrawn will remain subject to the Offer and subject to the right of a tendering stockholder to withdraw such stockholder’s Shares.
Purchaser reserves the right to waive, in whole or in part, any of the conditions to the Offer (other than the Minimum Condition which may not be amended or waived) and to change the Offer Price; provided, however, that unless otherwise contemplated by the Merger Agreement or Purchaser receives RESN’s written consent, Purchaser cannot (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer (other than by adding consideration), (iii) decrease the number of Shares sought to be purchased in the Offer, (iv) add any conditions to the Offer, (v) supplement, modify or amend any conditions to the Offer in a manner that broadens such conditions or is adverse to the holders of Shares, or (vi) extend or otherwise change the expiration date of the Offer other than in accordance with the Merger Agreement.
2
In order to tender Shares in the Offer, a stockholder must (i) complete and sign the Letter of Transmittal according to its instructions and deliver the Letter of Transmittal, together with any required signature guarantees, the certificates representing the tendered Shares (except in the case of Shares held in a book-entry/direct registration account (“DRS Account”) maintained by RESN’s transfer agent (such Shares, “DRS Shares”)) and any other documents required by the Letter of Transmittal to the Depositary & Paying Agent or (ii) follow the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. If Shares are registered in the name of a broker, dealer, bank, trust company or other nominee, a tendering stockholder must contact such person and instruct such person to tender such Shares. If a stockholder wishes to tender Shares in the Offer but (a) the certificates representing such Shares are not immediately available or cannot be delivered to the Depositary & Paying Agent prior to the Expiration Date, (b) such stockholder cannot comply with the procedures for book-entry transfer described in the Offer to Purchase prior to the Expiration Date or (c) such stockholder cannot deliver all required documents to the Depositary & Paying Agent prior to the Expiration Date, such stockholder may tender Shares by complying with the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.
For purposes of the Offer, Purchaser will be deemed to have accepted for payment tendered Shares when, as and if Purchaser gives oral or written notice of Purchaser’s acceptance to the Depositary & Paying Agent. Purchaser will pay for Shares accepted for payment pursuant to the Offer by depositing the purchase price with the Depositary & Paying Agent, which will act as agent for tendering stockholders for the purpose of receiving payments from Purchaser and transmitting such payments to tendering stockholders. Under no circumstances will Purchaser pay interest on the consideration paid for Shares accepted for purchase in the Offer, regardless of any extension of the Offer or any delay in making payment for such Shares.
In all cases, Purchaser will pay for Shares accepted for payment pursuant to the Offer only after timely receipt by the Depositary & Paying Agent of (i) certificates representing such Shares (except in the case of DRS Shares) or confirmation of book-entry transfer of such Shares into the Depositary & Paying Agent’s account at the Book-Entry Transfer Facility (as defined in Section 3 of the Offer to Purchase), (ii) a properly completed and duly executed Letter of Transmittal with all required signature guarantees or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 3 of the Offer to Purchase) in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal.
Except as otherwise provided in the Offer to Purchase, tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn (i) at any time before the Expiration Date and (ii) if Purchaser has not accepted for payment Shares tendered pursuant to the Offer by April 29, 2022, which is the 60th day after the date of the commencement of the Offer, at any time after such date, in each case by complying with the procedures set forth below.
For a withdrawal to be effective, a written transmission notice of withdrawal with respect to the Shares must be timely received by the Depositary & Paying Agent at one of its addresses set forth on the back cover of the Offer to Purchase, and the notice of withdrawal must specify the name of the person who tendered the Shares to be withdrawn, the number of Shares to be withdrawn and the name of the registered holder of the Shares, if different from that of the person who tendered such Shares. If the Shares to be withdrawn have been delivered to the Depositary & Paying Agent, a signed notice of withdrawal with (except in the case of Shares tendered by an Eligible Institution (as defined in Section 3 of the Offer to Purchase)) signatures guaranteed by an Eligible Institution must be submitted before the release of such Shares. In addition, such notice must specify, in the case of Shares tendered by delivery of certificates, the serial numbers shown on the specific certificates evidencing the Shares to be withdrawn or, in the case of DRS Shares or Shares tendered by book-entry transfer, the name and number of the DRS Account or the account maintained at the Book-Entry Transfer Facility, respectively, to be credited with the withdrawn Shares. Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed not validly tendered. However, withdrawn Shares may be retendered at any time before the Expiration Date by following the procedures described in Section 3 of the Offer to Purchase.
3
The tender of Shares in exchange for cash pursuant to the Offer or pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local, foreign and other tax laws. Each stockholder should consult its own tax advisor about the specific tax consequences to such stockholder of tendering Shares pursuant to the Offer, or receiving payment for Shares pursuant to the Merger, including the effects of applicable state, local, non-U.S. and other tax laws.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.
RESN has provided to Purchaser its stockholder list and security position listing for the purpose of disseminating the Offer to holders of Shares. In accordance with the Merger Agreement and applicable law, Purchaser will mail the Offer to Purchase, the related Letter of Transmittal and other related documents to record holders of Shares and to brokers, dealers, banks, trust companies and other nominees whose names appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.
Questions and requests for assistance and copies of the Offer to Purchase, the Letter of Transmittal and all other Offer materials may be directed to D.F. King & Co., Inc., the information agent for the Offer (the “Information Agent”), at its telephone number or e-mail address set forth below and will be furnished promptly at Purchaser’s expense. Neither Parent nor Purchaser will pay any fees or commissions to any broker or dealer or any other person (other than to the Information Agent and the Depositary and Paying Agent) for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
48 Wall Street
New York, New York 10005
Shareholders Call (Toll-Free): (800) 676-7437
Banks and Brokers Call: (212) 269-5550
By Email: RESN@dfking.com
February 28, 2022
4
Exhibit (d)(2)
CONFIDENTIAL
January 11, 2022
Murata Manufacturing Co., Ltd.
10-1, Higashikotari 1-chome Nagaokakyo-shi
Kyoto Prefecture 617-8555
Ladies and Gentlemen:
In connection with the consideration of a possible transaction involving Resonant Inc. (“Resonant”), its business and/or securities by Murata Manufacturing Co., Ltd. (the “Company”) and/or its subsidiaries (the “Transaction”), we have each requested or may request (the “Receiving Party”) from the other (the “Supplying Party”) financial and other information concerning the business and affairs of the Supplying Party and/or its affiliates. As a condition to furnishing such information, each party to this letter agrees to treat the information furnished to it by the other party or its directors, officers, employees, employees of affiliates, agents, counsel, accountants, investment bankers or other advisors (those individuals who receive or provide Confidential Information hereunder, collectively, “representatives”) in accordance with this letter.
1. Except to the extent required by applicable law, regulation, legal process or the rules of an applicable stock exchange (including, without limitation, by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand or similar process) (collectively, “Law”), each party to this letter hereby agrees that all materials, data, and other information of every kind, character and nature (including, without limitation, all financial statements and other financial information and data, financial projections and models, development, production, information, plans and data, revenue, cost and expense data, books, records, documents, papers and other information and data) which are delivered or otherwise disclosed prior to, on or after the date hereof (whether orally or in writing) to the Receiving Party or any of its representatives by or on behalf of the Supplying Party (collectively “Confidential Information”) shall be kept confidential by the Receiving Party and its representatives, and shall not be disclosed in any manner whatsoever by the Receiving Party or any of its representatives (other than to one another) at any time hereafter, except as permitted hereunder or with the prior written consent of the Supplying Party. Confidential Information shall not include any information which (i) is at the time it is provided, or thereafter becomes, available to the public other than through an act or omission of the Receiving Party or its representatives in breach of this letter; or (ii) is in the possession of the Receiving Party or its representatives without restriction on use or disclosure prior to the time it is first supplied to the Receiving Party or its representatives by the Supplying Party or its representatives; or (iii) is disclosed to the Receiving Party or its representatives by a third party to the extent it is not known by the Receiving Party to be subject to any confidentiality obligations to the Supplying Party; (iv) is hereafter independently developed or derived by representatives of the Receiving Party without use of or reference to the Confidential Information; or (v) is disclosed to the Receiving Party or its representatives in connection with the existing collaboration pursuant to that certain Collaboration and License Agreement, dated as of September 30, 2019, between the Company and Resonant, as amended, and is subject to the Non-Disclosure Agreement, dated as of June 23, 2020, between Murata Electronics North America Inc. and Resonant. A Receiving Party and its representatives may use the Confidential Information of the Supplying Party solely in connection with its evaluation, negotiation, pursuit and/or consummation of the Transaction (the “Purpose”).
Resonant Inc., | ||||
111 Anza Blvd. | 10900 Stonelake Blvd. | 175 Cremona Dr. | ||
Suite 406 | Building 2, Suite 100, Office 02-130 | Suite 200 | ||
Burlingame, CA 94010 | Austin, TX 78759 | Goleta, CA 3117 |
2. Each party to this letter hereby agrees that the Confidential Information shall only be disclosed by the Receiving Party to its representatives who it reasonably determines should know the Confidential Information for the Purpose or who otherwise need to know the Confidential Information solely and exclusively for the Purpose and that neither the Receiving Party nor its representatives will use all or any portion of the Confidential Information for any other purpose which is in contravention of any of the terms or provisions hereof.
3. Without the mutual written agreement of the parties, each party to this letter hereby agrees that it will not, and will not permit its representatives to, disclose to any Person (other than its representatives as provided herein) either the fact that discussions or negotiations are taking place concerning the Transaction or any of the terms, conditions or other facts with respect to any aspect of the Transaction, including the status thereof and the identity of the parties (or their affiliates), except in each of the foregoing cases as is otherwise required by Law. For the purposes of this letter, the term “Person” shall be broadly interpreted to include, without limitation, any individual, corporation, company, association, partnership, joint venture, trust, estate, governmental agency or other entity of whatsoever kind or nature.
4. Each party to this letter hereby agrees that if the Receiving Party or its representatives is requested pursuant to Law to disclose any Confidential Information, such Receiving Party will provide the Supplying Party with prompt notice of such request (except if prohibited by Law) so that the Supplying Party may consider seeking a protective order in respect thereof or waive compliance with this Agreement. Each party to this letter hereby further agrees to use reasonable commercial efforts to cooperate with the Supplying Party, at the sole cost of the Supplying Party, in connection with any action undertaken by the Supplying Party to protect any unauthorized disclosure or use of any Confidential Information. If, in the absence of a protective order or the receipt of a waiver from the Supplying Party, the disclosure of Confidential Information is legally required, then such Receiving Party or its representatives may disclose such Confidential Information to the extent legally required.
5. Subject to the remainder of this paragraph, each Receiving Party hereby agrees that, upon the written demand of the Supplying Party at any time after the date hereof, it shall (i) return or destroy (at the Receiving Party’s option) and shall cause its representatives to return or destroy (at the Receiving Party’s option) the Confidential Information of the Supplying Party as promptly as practicable and (ii) destroy as promptly as practicable all documents, memoranda, notes, paper and other writings of whatsoever kind or nature (including all copies, abstracts, extracts or other reproductions thereof) prepared by the Receiving Party and its representatives, in each case to the extent containing or reflecting all or any portion of the information contained or otherwise embodied in the Confidential Information; provided that, if destroyed, such destruction shall be certified in writing to the Supplying Party by an authorized officer of the Receiving Party supervising such destruction; and provided further, that the Receiving Party and its representatives shall not be required to return or delete Confidential Information from such Receiving Party’s regularly occurring back-up, electronic storage (it being understood and agreed that, until such information is deleted or otherwise disposed of in accordance with Receiving Party’s generally applicable processes and procedures, such information remains Confidential Information and is subject to the restrictions set forth herein). Notwithstanding anything in this paragraph or this letter to the contrary, the Receiving Party may retain one copy of the Confidential Information in its legal department solely to monitor such Receiving Party’s continuing obligations under this letter, and the Receiving Party’s third party representatives (including any outside counsel and accounting firms) may retain Confidential Information to the extent required by Law or professional standards of conduct. Each party to this letter further agrees that notwithstanding any such return or destruction, the Receiving Party and its representatives shall at all times after the date hereof treat and maintain all Confidential Information strictly confidential in accordance with the terms and provisions hereof.
6. Each party to this letter hereby undertakes and agrees to advise each of its employees and other representatives who will have access to the Confidential Information of the terms of this letter prior to the delivery or other disclosure to that employee or representative of all or any portion of the Confidential Information. Each party shall be liable for any breach of this agreement by any of its employees or other representatives. For the avoidance of doubt, no Person shall be considered a representative of a party unless and until such Person has actually received Confidential Information of the other party hereunder.
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7. Each party to this letter agreement agrees that for a period commencing on the date hereof and ending on a date which is nine (9) months following the date hereof, its representatives who are its employees will not directly or indirectly solicit for employment any employees of the other party with whom such party has had substantive contact with respect to its investigation contemplated herein or with respect to whom such party has received Confidential Information. It is understood and agreed that the foregoing shall not prohibit any person from entering into discussions with, soliciting or employing any person who responds to a general solicitation, or who is contacted by a recruitment agency (provided that a party did not instruct such agency to target the other party’s employees), or any person who contacts a party on his or her own initiative. Further, nothing contained herein shall preclude either party from hiring a former employee of the other so long as the hiring party did not encourage such employee to terminate his or her former employment and did not otherwise breach the provisions of this paragraph.
8. The Company agrees that, for a period commencing on the date hereof and ending on a date which is twelve (12) months following the date hereof (or such earlier date as an event set forth in the subsequent paragraph shall occur) (such period, the “Standstill Period”), it will not, nor will it permit any of its “affiliates” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to (unless in any such case with the prior written consent of the Board of Directors of Resonant) do any of the following:
(a) directly or indirectly acquire, offer to acquire, or agree to acquire by purchase, individually or by joining a partnership, limited partnership, syndicate or other “group” (as such term is used in Section 13(d)(3) of the Exchange Act, such term to have such meaning throughout this letter) (any such act, to “acquire”), any securities of Resonant entitled to vote, or securities convertible into or exercisable or exchangeable for such securities (collectively, “Voting Securities”) if, after such acquisition, the Company and its affiliates collectively would beneficially own in excess of 1% more of the fully diluted voting power of Resonant’s outstanding Voting Securities than they own as of the date hereof;
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(b) form, join, participate in or encourage the formation of a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of Voting Securities;
(c) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) or become a “participant” in any “election contest” (as such terms are defined or used in Rule 14a-11 under the Exchange Act) with respect to Resonant, or initiate, propose or otherwise solicit stockholders of Resonant for the approval of one or more stockholder proposals with respect to the matters set forth in this letter or induce or attempt to include any other Person to initiate any such stockholder proposal;
(d) deposit any Voting Securities into a voting trust or subject them to any voting agreement or other agreement or arrangement with respect to the voting of such Voting Securities;
(e) otherwise act, alone or in concert with others, to seek to control the management, Board of Directors, governing policies or affairs of Resonant, or solicit, propose, seek to effect or negotiate with any other Person with respect to any form of business combination transaction with Resonant or any affiliate thereof, or any restructuring, recapitalization or similar transaction with respect to Resonant or any affiliate thereof, solicit, make or propose or encourage or negotiate with any other Person with respect to, or announce an intent to make, any tender offer or exchange offer for any Voting Securities, or disclose an intent, purpose, plan or proposal with respect to Resonant or any Voting Securities inconsistent with the provisions of this letter, including an intent, purpose, plan or proposal that is conditioned on or would require Resonant to waive the benefit of or amend any provision of this letter, or assist, participate in, facilitate, encourage or solicit any effort or attempt by any Person to do or seek to do any of the foregoing; or
(f) encourage or render advice to or make any recommendation or proposal to any Person, or participate with, aid and abet or otherwise induce any Person, to engage in any of the actions prohibited by this paragraph 8 (including this clause (f)) or to engage in any actions inconsistent with such prohibitions, including the accumulation of voting securities with any intent or objective inconsistent with this paragraph 8.
provided, however, that nothing contained in this letter shall prevent the Company from making a confidential proposal to the Board of Directors of Resonant, without public disclosure by the Company, for a tender offer, exchange offer, merger, other business combination, other extraordinary transaction or Combination (as defined below) involving Resonant or for an acquisition of all or a material portion of the common stock or the consolidated assets of Resonant.
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If, at any time during the Standstill Period, Resonant enters into (or publicly announces) an agreement or an agreement in principle providing for a Combination or Resonant makes a public announcement of its support for a tender offer for securities of Resonant that, if consummated, would constitute a Combination (or if a tender or exchange offer that, if consummated, would constitute a Combination is commenced for securities of Resonant and the Board of Directors of Resonant accepts (or recommends that its stockholders accept) such offer or fails to recommend within ten business days from the date of commencement of such offer that its stockholders reject such offer), then the Standstill Period and the restrictions set forth in this paragraph 8 of this agreement shall automatically terminate and cease to be of any effect. A “Combination” shall mean a transaction in which (i) a person or “group” acquires, directly or indirectly, securities representing 50% or more of the voting power of the outstanding securities of Resonant or properties or assets constituting 50% or more of the consolidated assets of Resonant and its subsidiaries or (ii) in any case not covered by (i), (A) Resonant issues securities representing 50% or more of its total voting power, including in the case of (i) and (ii) by way of a merger or other business combination with Resonant or any of its subsidiaries or (B) Resonant engages in a merger or other business combination such that the holders of voting securities of Resonant immediately prior to the transaction, based on information publicly available at the time of announcement of the entry into such agreement, will not own more than 50% of the voting power of securities of the resulting entity.
9. Although each party will endeavor to include in the Confidential Information information known to it which it believes to be relevant for the Purpose, each party understands that neither party nor any of its respective representatives has made or makes any representation or warranty as to the accuracy or completeness of the Confidential Information and that only those representations or warranties that are made in a definitive written agreement regarding a Transaction, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.
10. Additionally, each party acknowledges it is aware, and hereby agrees to advise its representatives who are informed as to the matters which are the subject of this letter to the extent reasonably necessary, that Resonant is a public reporting company under the United States securities laws, and that such laws may prohibit any Person who has received material, non-public information concerning the matters which are the subject of this letter from purchasing or selling securities of the other party or from communicating such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities in reliance upon such information.
11. This letter shall be governed and construed in accordance with the internal, substantive laws of the State of Delaware without regard to conflict of laws principles. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any such right, power or privilege. This letter shall be binding upon, and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. In addition to all other rights and remedies which either party hereto may have hereunder, at law, in equity, by statute or otherwise, the prevailing party in any action to enforce this letter shall be entitled to recover attorneys’ fees and expenses and court costs incurred in connection with such action.
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12. Each party to this letter hereby agrees that any and all disputes, legal actions, suits, or proceedings arising out of or relating to this letter, whether legal or equitable in nature, or arising out of contract or tort claims, may be brought in any Delaware or federal court located in the State of Delaware, and each party, regardless of their residence, irrevocably submits to the jurisdiction of the courts located in the State of Delaware in any dispute, legal action, suit or proceeding arising out of or relating to this letter. Each party irrevocably waives all immunity from jurisdiction, attachment and execution, whether on the basis of sovereignty or otherwise, to which it might otherwise be entitled in any legal action or proceeding in any state or federal court of competent jurisdiction, including such courts located in the State of Delaware, arising out of this letter. Each party hereto agrees that service of any process, summons, notice or document by U.S. registered mail or the foreign equivalent of U.S. registered mail to such party’s respective addresses set forth herein shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this paragraph or if otherwise made in accordance with applicable law.
13. Each party to this letter hereby recognizes, acknowledges and agrees that in the event of a breach of the agreements and undertakings set forth herein, money damages may not be a sufficient remedy, and that any breach by either party hereto or any of its representatives of any of the terms or provisions hereof may cause the other party irreparable injury and harm. Therefore each party to this letter hereby agrees that, in addition to any and all rights and remedies which they may have at law, in equity, by statute or otherwise, each party hereto shall be entitled to seek injunctive or other equitable relief without the need of posting a bond or other surety to prevent the continuing breach by the other party and/or any of its representatives of each and all of the terms and provisions hereof or to otherwise secure the enforcement of each and all of the terms and provisions hereof.
14. Each party to this letter hereby agrees that no remedy provided by any of the provisions hereof is intended to be exclusive of any other remedy which is available at law, in equity, by statute or otherwise and each and every other remedy shall be cumulative and shall be in addition to all remedies provided for in this letter, and the election of any one or more of such remedies by either party hereto shall not constitute a waiver by such party to its right to pursue any other available remedies.
15. Notwithstanding anything to the contrary set forth in this letter, it is the intention and agreement of each of the parties hereto that the provisions of this letter shall be binding on, and enforceable against the other in all events and under all circumstances and irrespective of whether or not negotiations with respect to the Transaction are terminated by either party hereto or any definitive, formal written agreement with respect to the Transaction is ever negotiated and/or executed.
16. It is understood that the terms of access by each party or its representatives to material contained in any data room or website provided or arranged by the other party or on such other party’s behalf in connection with the Transaction shall be superseded by the understandings and agreements contained herein.
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17. In the event that either party to this letter decides to discontinue any discussions, negotiations and/or investigations with respect to the Transaction, such party shall have no obligation to provide the other party the reason for such decision and there shall be no liability attached to such decision. Unless and only if a definitive written agreement regarding a Transaction is executed and delivered by the parties hereto, neither party shall be obligated with respect to any transaction and no obligation or rights or liabilities of any kind whatsoever are created (or shall be deemed to be created) as a result of this letter, or any other written or oral statement or any further actions by the parties, except in the case of this letter for the provisions expressly contained herein. There is no obligation to enter into any discussions or negotiations or any definitive agreement created by this letter and, accordingly, either party is free to abandon any discussions or negotiations regarding any transaction or to proceed without a definitive agreement at any time for any reason or for no reason and the decision of either party to do so shall not be subject to legal challenge by the other. Neither this paragraph nor any other provision in this letter can be waived or amended except by the written consent of both parties. For purposes of this agreement, the term “definitive written agreement” does not include this letter, an executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid.
18. This letter contains the entire agreement between the parties regarding the subject matter hereof, and this letter supersedes and cancels all previous discussions, negotiations, agreements, rights, commitments and writings in respect of the subject matter hereof. Other than by operation of law, no party shall assign this letter without the prior written consent of the other party, and any assignment without such prior written consent shall be void.
19. This letter and all obligations hereunder shall terminate on the second anniversary of the date of this letter.
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Please acknowledge your agreement to the foregoing by countersigning this letter and the enclosed copy in the space provided below and returning the executed copy to us.
Very truly yours, | ||
Resonant Inc. | ||
By: | ||
Name: | Martin S. McDermut | |
Its: | Chief Financial Officer | |
10900 Stonelake Boulevard | ||
Building 2, Suite 100, Office 02-130 | ||
Austin, TX 78759 | ||
Acknowledged and agreed to | ||
this _____ day of ___________, 2022: | ||
Murata Manufacturing Co., Ltd. | ||
By: | ||
Name: | ||
Its: |
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Exhibit 107
Calculation of Filing Fee Tables
SC TO-T
(Form Type)
Resonant Inc
(Name of Subject Company – Issuer)
PJ Cosmos Acquisition
Company, Inc.
(Offeror)
Murata Electronics
North America, Inc.
(Parent of Offeror)
Murata Manufacturing
Co. Ltd.
(Other Person)
(Names of Filing Persons — Offeror, Issuer or Other Person)
Table 1: Transaction Valuation
Transaction Valuation | Fee Rate | Amount of Filing Fee | ||||||||||
Fees to Be Paid | 307,967,344.86 | 92.70 | 28,548.57 | |||||||||
Fees Previously Paid | -- | |||||||||||
Total Transaction Valuation | 307,967,344.86 | |||||||||||
Total Fees Due for Filing | 28,548.57 | |||||||||||
Total Fees Previously Paid | ||||||||||||
Total Fee Offsets | ||||||||||||
Net Fee Due | 28,548.57 |
The transaction value is estimated for purposes of calculating the amount of the filing fee only. The transaction value was determined by adding (1) 64,386,782 shares of common stock of Resonant Inc. (“RESN”) to be acquired by Offeror, par value $0.001 per share (the “Shares”), plus 3,926,107 Shares issuable upon the settlement of awards of restricted stock units issued under RESN’s Amended and Restated 2014 Omnibus Incentive Plan, multiplied by the offer price of $4.50 per Share, and (2) 405,322 Shares issuable pursuant to outstanding options, multiplied by $1.38, which is the offer price of $4.50 per Share minus the weighted average exercise price for such options of $3.12 per Share. The calculation of the transaction value is based on information provided by RESN as of February 25, 2022.