Exhibit 2.2
November 9, 1998
Synergy Semiconductor Corporation
0000 Xxxxx Xxxxxxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Re: Merger Agreement dated as of October 21, 1998 (the "Merger
Agreement") by and among Micrel, Incorporated ("Micrel"), MISYN
Acquisition Corp. ("Micrel Subsidiary"), Synergy Semiconductor
Corporation ("Seller"), and Xxxx X. Xxxxxxxx (the "Seller
Representative"). All capitalized terms used herein, but not
defined, shall have the meanings set forth in the Merger
Agreement.
Gentlemen:
The Merger Agreement provides, among other things, that Seller will
prepare a Closing Date Balance Sheet, which will be subject to the review and
approval of Micrel and will result in a mutually agreed upon Final Adjustment
to the Consideration payable in connection with the Merger. Representatives
of all the parties to the Merger Agreement have met to discuss factors
impacting the Closing Date Balance Sheet and the Final Adjustment. In the
interests of resolving all differences between them and finally and
conclusively settling upon the mutually accepted Closing Date Balance Sheet
and Final Adjustment for all purposes contemplated by the Merger Agreement,
and to avoid the time, expense and uncertainty associated with completing the
process of resolving these matters in the manner established in the Merger
Agreement, and to resolve certain other interpretive issues related to the
Merger Agreement, the parties hereby agree as follows:
1. Notwithstanding anything to the contrary set forth in Sections
2.1.3, 2.1.4 or 2.1.5 of the Merger Agreement: (a) the balance sheet of
Seller, dated as of November 5, 1998 and attached hereto as Schedule 1 is
hereby deemed to be the Closing Date Balance Sheet approved by all parties to
the Merger Agreement; (b) the Final Adjustment is hereby deemed to be an
amount equal to $2,500,000; (c) the Seller Transaction Costs are hereby
agreed to be $600,000; and (d) as a result of the foregoing, the aggregate
amount of the Consideration, after giving effect to the reduction
contemplated for the Seller Transaction Costs and any adjustments
contemplated pursuant to Sections 2.1.3, 2.1.4 and 2.1.5 of the Merger
Agreement, is hereby agreed to be $9,900,000.
2. The Escrowed Cash to be deposited with the Escrow Agent pursuant to
Section 2.2.3 of the Merger Agreement shall be $1,980,000, and the aggregate
amount of the Consideration to be initially deposited with the Paying Agent
for distribution to holders of Seller Stock pursuant to Section 2.2.2 of the
Merger Agreement shall be $7,920,000.
3. Notwithstanding anything to the contrary set forth in the Merger
Agreement, in the event that the Seller Transaction Costs exceed $600,000,
the amount of such excess shall be deemed to be Micrel Damages.
4. The Closing Date is hereby agreed to be November 9, 1998.
5. The term "Business" is used in the Merger Agreement shall mean the
business and operations of Seller.
Other than as specifically contemplated by this letter, the Merger
Agreement remains in full force and effect in all respects without
modification. This letter agreement has been duly executed by the parties
hereto as of the date first written above.
Very truly yours,
MICREL
MICREL, INCORPORATED
By: /s/ Xxxxxxx X. Xxxx
----------------------
Xxxxxxx X. Xxxx
Chief Executive Officer
MICREL SUBSIDIARY
MISYN ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxx
----------------------
Xxxxxxx X. Xxxx
President
ACCEPTED AND AGREED TO :
SELLER
SYNERGY SEMICONDUCTOR CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
-----------------------
Xxxx X. Xxxxxxxx
President
SELLER REPRESENTATIVE
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
