Exhibit 11
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AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated March 10, 2002 (this "Amendment"), to the Rights
Agreement, dated as of September 14, 1998 (the "Rights Agreement"), between
Elantec Semiconductor, Inc., a Delaware corporation ("Company"), and Mellon
Investor Services LLC, a New Jersey limited liability company (successor to
ChaseMellon Shareholder Services, L.L.C.), as Rights Agent ("Rights Agent").
WHEREAS, concurrently with the execution and delivery of this
Amendment, Company, Intersil Corporation, a Delaware corporation ("Intersil"),
and Echo Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary
of Intersil ("Merger Sub"), have entered into an Agreement and Plan of Merger
(the "Merger Agreement"), which provides for the merger of Company with and into
Merger Sub (the "Merger"), and the Board of Directors of Company has approved
the Merger Agreement, the Merger, and this Amendment;
WHEREAS, Section 27 of the Rights Agreement provides that (i) prior to
the time any Person (as defined in the Rights Agreement) becomes an Acquiring
Person (as defined in the Rights Agreement), Company and Rights Agent may amend
the Rights Agreement as Company deems necessary or desirable, including to
modify or amend the definition of Acquiring Person set forth in Section 1(a) of
the Rights Agreement and to provide for an earlier Final Expiration Date, and
(ii) such an amendment will be evidenced by a writing signed by the Company and
the Rights Agent; provided, however, that Rights Agent shall not be obligated to
enter into any amendment or supplement to the Rights Agreement that, in the
opinion of the Rights Agent, may materially adversely affect the rights, duties,
liabilities to the Company or immunities to the Company of the Rights Agent; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors of Company has determined that an amendment to the Rights Agreement as
set forth herein is necessary and desirable in connection with the foregoing and
the Company desires to evidence such amendment in writing.
THEREFORE, in consideration of the foregoing and the mutual agreements
set forth herein, the parties agree as follows:
1. Company certifies to Rights Agent that this Amendment will not
materially adversely affect the rights, duties, liabilities to the Company or
immunities to the Company of the Rights Agent and that Rights Agent is entitled
to rely upon such certification in forming its opinion as to whether this
Amendment would materially adversely affect the rights, duties, liabilities to
the Company or immunities to the Company of the Rights Agent.
2. Section 1(a) of the Rights Agreement is hereby amended by inserting
the following sentence at the end of the definition of "Acquiring Person":
"(C) Neither Intersil Corporation, a Delaware corporation
("Intersil"), nor any of its Subsidiaries, Affiliates or Associates,
shall be or become an Acquiring Person as a result of the execution,
delivery or performance, or public announcement thereof, of the
Agreement and Plan of Merger among Company, Intersil and Echo
Acquisition, Inc. dated as of March 10, 2002 (the "Merger Agreement"),
the Voting Agreements, as defined in the Merger Agreement, or the
consummation of any of the transactions contemplated thereby."
3. Section 7(a) of the Rights Agreement is hereby amended by replacing
the section in its entirety with the following:
"(a) The registered holder of any Right Certificate may exercise the
Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date upon
surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights
Agent at the office of the Rights Agent, together with payment of the
Purchase Price for each one two-hundredth of a Preferred Share as to
which the Rights are exercised, at or prior to the earliest of (i) the
Close of Business on September 14, 2008, (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof (the "Redemption
Date"), (iii) the time at which such Rights are exchanged as provided
in Section 24 hereof, or (iv) immediately prior to the Effective Time
(as defined in the Merger Agreement), which Effective Time the Company
will notify the Rights Agent in writing of and the Rights Agent shall
not be deemed to have knowledge of the Effective Time unless and until
it has received such written notification (the first to occur of (i)
through (iv) hereof (inclusive) being herein referred to as the "Final
Expiration Date")."
4. This Amendment shall be effective immediately prior to the execution
of the Merger Agreement; provided, however, that this Amendment will be of no
further force or effect upon the termination of the Merger Agreement in
accordance with its terms. The Company will provide the Rights Agent with prompt
notice of either the consummation of the transactions contemplated by the Merger
Agreement or the termination of this Amendment pursuant to this section.
5. This Amendment shall be governed by, and construed in accordance
with the laws of the State of Delaware applicable to contracts to be made and
performed entirely within such state. If any term of this Amendment is held by a
court of competent jurisdiction or other competent authority to be invalid or
unenforceable, the remainder of the terms hereof shall remain in full force and
effect, and this Amendment shall be construed in order to give the maximum
effect to the remaining terms and intent hereof. Intersil, its Subsidiaries,
Affiliates and Associates (each as defined in the Rights Agreement) are intended
third party beneficiaries of the terms hereof. This Amendment may be executed in
one or more counterparts, all of which shall together constitute one instrument.
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IN WITNESS WHEREOF, the parties have cause this Amendment to be
executed by their duly authorized officers as of the date first written above.
ELANTEC SEMICONDUCTOR, INC.
By: XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive
Officer
MELLON INVESTOR SERVICES LLC, AS
RIGHTS AGENT
By: XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title: Vice President
[SIGNATURE PAGE TO AMENDMENT TO RIGHTS AGREEMENT]
