M&A - Techpoint, Inc.

Form Type: DEFM14A

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000119312525055299

Filing Summary: Techpoint, Inc. is holding a special meeting of stockholders on May 2, 2025, to vote on the approval of a merger agreement with ASMedia Technology Inc. and Apex Merger Sub Inc., where Techpoint will become a wholly owned subsidiary of ASMedia. Shareholders will receive $20.00 per share in cash for their stock. The document outlines plans for stock options, RSUs, and other equity interests in connection with the merger. The Board of Directors unanimously recommends voting for the merger proposal, an advisory compensation proposal for executives, and an adjournment proposal if necessary. The meeting emphasizes the importance of shareholder attendance and participation in the voting process, outlining requirements for votes and proxy submissions.

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Form Type: PREM14A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000119312525049915

Filing Summary: On January 15, 2025, Techpoint, Inc. entered into an Agreement and Plan of Merger with ASMedia Technology Inc. and Apex Merger Sub Inc. The agreement outlines that on the effective date, each share of Techpoint common stock will be converted into the right to receive $20.00 per share in cash, subject to certain exceptions. Treasury shares and shares held by the Parent or Merger Sub will be canceled without compensation. Options and restricted stock units will also be adjusted or canceled under specific terms. The document emphasizes the importance of a special meeting for stockholders to approve the merger, with at least a majority vote required. The Board of Directors recommends approval of the merger and associated proposals. Absent proper voting, stockholders may lose their rights to appraisal of share value under Delaware law.

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Form Type: DEFA14A

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000119312525006664

Filing Summary: On January 15, 2025, Techpoint, Inc. entered into a Merger Agreement with ASMedia Technology Inc. and Apex Merger Sub Inc. According to the agreement, the Merger Sub will be merged into Techpoint, making it a wholly-owned subsidiary of ASMedia. Shareholders of Techpoint will receive $20.00 per share in cash, with exceptions for certain held treasury shares. Options and restricted stock units will be converted to cash awards at the effective time of the merger. The agreement outlines various closing conditions including shareholder approval and regulatory filings. A board recommendation is also included to ensure shareholder adoption of the merger. The effective date for the merger's completion is expected in the second quarter or early third quarter of 2025. Provisions concerning termination fees and restrictions on alternative proposals are stipulated in the merger agreement, alongside the governance of the voting agreements with supporting stockholders who own 32.2% of common stock. The document also notes press releases announcing the merger agreement in both Japanese and English.

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