HIFN, INC. Notice to Holders of Stock Options and/or Restricted Stock Units March 30, 2009Merger Agreement • March 31st, 2009 • Hi/Fn Inc • Semiconductors & related devices
On February 23, 2009, hi/fn, inc. (“Hifn” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Exar Corporation (“Exar”) and Hybrid Acquisition Corp. (the “Purchaser”). The Purchaser has made an offer to purchase each outstanding share of common stock of the Company (“Hifn Common Stock”) for either (i) $4.00 in cash, without interest (the “Cash Consideration”) or (ii) $1.60 in cash, without interest, and .3529 shares of Exar common stock (the “Mixed Consideration”) subject to specific election procedures (the “Offer”). Unless extended, the Offer will expire at 12:00 midnight, New York City time at the end of April 2, 2009 (the “Offer Closing”). If enough shares are tendered in the Offer and other conditions are satisfied, Purchaser will merge into the Company, and the Company will become a wholly-owned subsidiary of Exar (the “Merger”). The Merger is anticipated to close the day after the Offer Closing on April 3, 2009 (the “
