Re: Confidentiality AgreementStmicroelectronics Nv • December 18th, 2007 • Semiconductors & related devices • New York
In connection with the possible transaction (“Proposed Transaction”) between Genesis Microchip Inc., a Delaware corporation (“Genesis”) and STMicroelectronics N.V, a company incorporated under the laws of the Netherlands (“Company”), and solely in order to allow Genesis and Company to evaluate the Proposed Transaction, each of Genesis and Company have and will convey or deliver to the other party hereto, upon the execution and delivery of this letter agreement by such other party, certain information about its properties, employees, finances, businesses and operations (such party when disclosing such information being the “Disclosing Party” and when receiving such information being the “Receiving Party”). All information (i) about the Disclosing Party or (ii) about any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party), furnished by the Disclosing Party or its Representatives (as defined below) to
November 14, 2007Stmicroelectronics Nv • December 18th, 2007 • Semiconductors & related devices • New York
Reference is made to the proposal letter (the “Proposal Letter”), dated November 4, 2007, as attached hereto, which describes certain terms of a possible acquisition (the “Transaction”) of Genesis Microchip Inc. (the “Company”) by STMicroelectronics N.V. (the “Parent”). In recognition of the significant costs to be borne by Parent in conducting the requisite due diligence on the Company in connection with the Transaction and negotiating the definitive agreement relating to the Transaction (the “Agreement”) and in consideration of the mutual undertakings set forth herein, the Company and the Parent hereby agree as follows:
AGREEMENT AND PLAN OF MERGER among STMICROELECTRONICS N.V., SOPHIA ACQUISITION CORP. and GENESIS MICROCHIP INC. Dated as of December 10, 2007Agreement and Plan of Merger • December 18th, 2007 • Stmicroelectronics Nv • Semiconductors & related devices • New York
AGREEMENT AND PLAN OF MERGER, dated as of December 10, 2007 (this “Agreement”), among STMICROELECTRONICS N.V., a limited liability company organized under the Laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands (“Parent”), SOPHIA ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and GENESIS MICROCHIP INC., a Delaware corporation (the “Company”).
STMICROELECTRONICS N.V.Stmicroelectronics Nv • December 18th, 2007 • Semiconductors & related devices
In connection with the Agreement and Plan of Merger among STMicrolelectronics N.V (“ST”), ST Acquisition Corp. and Genesis Microchip Inc. (the “Company”), dated as of the date hereof (the “Merger Agreement”), on behalf of ST, I am pleased to offer you employment effective as of the Acceptance Time (as defined in the Merger Agreement), in accordance with the terms of this letter agreement (the “Agreement”). This Agreement, in all respects, is subject to and conditioned on the occurrence of the Merger (as defined in the Merger Agreement) and, in the event the Merger does not occur, shall be void ab initio and without effect.
