( ESNUG 478 Item 7 ) -------------------------------------------- [12/18/08]
Subject: Virage bails on its unwanted $10 million takeover of LogicVision
On Dec. 3, Virage made public an apparently unwanted $10 million takeover
bid on LogicVision. Yesterday Virage retracted that offer. 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 Dec 2nd
and over a month since our initial communication to you on Nov 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,
J. Daniel McCranie
Executive Chairman
VIRAGE LOGIC CORPORATION
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