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Exhibit (a)(1)(E)
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 Our Clients:
Enclosed for your consideration are an Offer to Purchase, dated
December 18, 2007 (the “Offer to Purchase”), and
a related Letter of Transmittal (which, together with the Offer
to Purchase and any amendments or supplements thereto,
collectively constitute the “Offer”) in connection
with the offer 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 purchase any and 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
(such amount being the “Per Share Amount”), less any
applicable withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase. We are (or our
nominee is) the holder of record of Shares held for your
account. A tender of such Shares can be made only by us as
the holder of record and pursuant to your instructions. The
enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held
by us for your account.
We request instructions as to whether you wish to have us tender
on your behalf any or all Shares held by us for your account,
upon the terms and subject to the conditions set forth in the
Offer.
Your attention is invited to the following:
1. The tender price is $8.65 per Share, net to you in cash.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has unanimously
determined that the Merger Agreement and the transactions
contemplated thereby, including each of the Offer and the
Merger, are fair to and in the best interests of the holders of
Shares, has approved and authorized the Merger Agreement and the
transactions contemplated thereby, including each of the Offer
and the Merger, and recommends that the holders of Shares accept
the Offer and tender their Shares pursuant to the Offer.
4. The Offer and withdrawal rights will expire at 12:00
Midnight, New York City time, January 16, 2008, unless the
Offer is extended.
5. 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.
6. Tendering stockholders who have Shares registered in
their names and who tender directly to Mellon Investor Services
LLC will not be charged brokerage fees or commissions or, except
as set forth in the Letter of Transmittal, transfer taxes on the
purchase of Shares by Purchaser pursuant to the Offer.
Stockholders who hold their Shares through a broker or bank
should consult with that institution as to whether it charges
any service fees.
If you wish to have us tender any or all of your Shares, please
so instruct us by completing, executing and returning to us the
instruction form contained in this letter. An envelope in which
to return your instructions to us is enclosed. If you authorize
the tender of your Shares, all such Shares will be tendered
unless otherwise specified in your instructions. Your
instructions should be forwarded to us in ample time to permit
us to submit a tender on your behalf prior to the expiration of
the Offer.
The Offer is being made solely by the Offer to Purchase and the
related Letter of Transmittal and is being made to holders of
Shares. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares in any
jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the securities, blue sky
or other laws of such jurisdiction. In any jurisdiction where
the securities, blue sky or other laws require the Offer to be
made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of Purchaser by Morgan Stanley &
Co. Incorporated or one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Instructions
with Respect to the Offer to Purchase for Cash
All Outstanding Shares
of
Genesis Microchip Inc.
The undersigned acknowledge(s) receipt of your letter and the
enclosed Offer to Purchase, dated December 18, 2007, and
the related Letter of Transmittal (which, together with the
Offer to Purchase and any amendments or supplements thereto,
collectively constitute the “Offer”) in connection
with the offer 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 purchase all the shares of common
stock, par value $0.001 per share (the “Common
Stock”), of Genesis Microchip Inc., a Delaware corporation
(the “Company”), including the associated preferred
stock purchase rights (the “Rights” and together with
the Common Stock, the “Shares”), that are issued and
outstanding at a price of $8.65 per Share, net to the seller in
cash, less any applicable withholding taxes.
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This will instruct you to tender the number of Shares indicated
below (or, if no number is indicated below, all Shares) that are
held by you for the account of the undersigned, upon the terms
and subject to the conditions set forth in the Offer.
Dated:
,
200
Number of Shares To Be Tendered:
Shares
SIGN HERE
Signature(s)
Please type or print
names(s)
Please type or print
address
Area Code and Telephone
Number
Taxpayer Identification or
Social Security Number
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