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Exhibit (a)(1)(D)
Offer to
Purchase for Cash
All Outstanding Shares of
Common Stock
(including the associated
Preferred Stock Purchase Rights)
of
Genesis Microchip
Inc.
at
$8.65 Net Per Share in
Cash
by
Sophia Acquisition
Corp.,
a wholly owned subsidiary of
STMicroelectronics
N.V.
THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY
16, 2008 UNLESS THE OFFER IS EXTENDED.
December 18, 2007
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Sophia Acquisition Corp., a Delaware
corporation (“Purchaser”) and a wholly owned
subsidiary of STMicroelectronics N.V., a limited liability
company organized under the laws of the Netherlands, with its
corporate seat in Amsterdam, the Netherlands
(“Parent”), to act as Dealer Manager in connection
with Purchaser’s offer to purchase all the shares of common
stock, par value $0.001 per share (the “Common
Stock”), including the associated preferred stock purchase
rights (the “Rights” and, together with the Common
Stock, the “Shares”), of Genesis Microchip Inc., a
Delaware corporation (the “Company”), that are issued
and outstanding for $8.65 per Share, net to the seller in cash,
less any applicable withholding taxes, upon the terms and
subject to the conditions set forth in Purchaser’s Offer to
Purchase, dated December 18, 2007 (the “Offer to
Purchase”), and the related Letter of Transmittal (which,
together with the Offer to Purchase and any amendments or
supplements thereto, collectively constitute the
“Offer”) enclosed herewith. Please furnish copies of
the enclosed materials to those of your clients for whose
accounts you hold Shares registered in your name or in the name
of your nominee.
The Offer is conditioned upon, among other things,
(i) there having been validly tendered and not withdrawn
prior to the expiration of the Offer at least the number of
Shares that shall constitute a majority of the sum of
(a) all Shares outstanding as of the scheduled expiration
of the Offer and (b) all Shares issuable upon the exercise,
conversion or exchange of all Company stock options and other
rights to acquire Shares outstanding as of the scheduled
expiration of the Offer, less (c) any Shares issuable upon
the exercise of any Company stock option (x) not
exercisable on or prior to May 15, 2008 or (y) with an
exercise price greater than $10.50 per Share (the majority of
such sum, the “Minimum Condition”) and (ii) any
waiting periods under the
Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the
antitrust laws of the People’s Republic of China, the
Federal Republic of Germany, the Republic of Hungary and the
Republic of Korea having expired or been terminated prior to the
expiration of the Offer. The Offer is also subject to the other
conditions described in the Offer to Purchase. The Offer is not
conditioned upon Parent or Purchaser obtaining financing prior
to the expiration of the Offer.
For your information and for forwarding to your clients for whom
you hold Shares registered in your name or in the name of your
nominee, we are enclosing the following documents:
1. Offer to Purchase, dated December 18, 2007;
2. Letter of Transmittal for your use in accepting the
Offer and tendering Shares and for the information of your
clients;
3. Notice of Guaranteed Delivery to be used to accept the
Offer if the Shares and all other required documents are not
immediately available or cannot be delivered to Mellon Investor
Services LLC (the “Depositary”) prior to the
Expiration Date (as defined in the Offer to Purchase) or if the
procedure for book-entry transfer cannot be completed prior to
the Expiration Date;
4. A letter to stockholders of the Company from Jeffrey
Diamond, Chairman of the Board of the Company, together with a
Solicitation/Recommendation Statement on
Schedule 14D-9
filed with the Securities and Exchange Commission by the Company;
5. A letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name
of your nominee, with space provided for obtaining such
clients’ instructions with regard to the Offer;
6. Guidelines for Certification of Taxpayer Identification
Number on Substitute
Form W-9; and
7. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON JANUARY 16, 2008, UNLESS
THE OFFER IS EXTENDED.
In all cases, payment for Shares accepted for payment pursuant
to the Offer will be made only after timely receipt by the
Depositary of (i) certificates evidencing such Shares (or a
confirmation of a book-entry transfer of such Shares into the
Depositary’s account at the Book-Entry Transfer Facility
(as defined in the Offer to Purchase)), (ii) a Letter of
Transmittal (or a manually signed facsimile thereof) properly
completed and duly executed with any required signature
guarantees or, in the case of a book-entry transfer, an
Agent’s Message (as defined in the Offer to Purchase) and
(iii) any other required documents.
If holders of Shares wish to tender, but it is impracticable for
them to forward their certificates or other required documents
prior to the expiration of the Offer, a tender may be effected
by following the guaranteed delivery procedure described in
Section 3 of the Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker,
dealer or other person (other than the Dealer Manager, the
Depositary and the Information Agent as described in the Offer
to Purchase) in connection with the solicitation of tenders of
Shares pursuant to the Offer. However, Purchaser will reimburse
you for customary mailing and handling expenses incurred by you
in forwarding any of the enclosed materials to your clients.
Purchaser will pay or cause to be paid any stock transfer taxes
payable with respect to the transfer of Shares to it, except as
otherwise provided in Instruction 6 of the Letter of
Transmittal.
Any inquiries you may have with respect to the Offer should be
addressed to Morgan Stanley & Co. Incorporated or
Innisfree M&A Incorporated (the “Information
Agent”) at their respective addresses and telephone numbers
set forth on the back cover page of the Offer to Purchase.
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Additional copies of the enclosed material may be obtained from
the Information Agent, at the address and telephone number set
forth on the back cover page of the Offer to Purchase.
Very truly yours,
Morgan Stanley & Co. Incorporated
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF PARENT,
PURCHASER, THE COMPANY, THE DEALER MANAGER, THE INFORMATION
AGENT OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THE
FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THE
FOREGOING IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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