8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2019

INTEGRATED DEVICE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	00-12695	94-2669985
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6024 Silver Creek Valley Road

San Jose, California

(Address of principal executive offices)

95138

(Zip Code)

(408) 284-8200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement.

On March 29, 2019, Integrated Device Technology, Inc., a Delaware corporation (“IDT”), entered into a supplemental indenture dated as of March 29, 2019 (the “Supplemental Indenture”) to the indenture dated as of November 4, 2015, between IDT and Wilmington Trust, National Association (the “Trustee”), pursuant to which IDT’s 0.875% Convertible Senior Notes due 2022 (the “Notes”) were issued (as supplemented, the “Indenture”).

The Supplemental Indenture was entered into in connection with the previously announced Merger (as defined below). The Supplemental Indenture amends the Indenture to, among other things, provide that, effective at the Effective Time (as defined below), the Notes shall no longer be convertible into IDT common stock and thereafter each $1,000 in principal amount of Notes will be convertible, in accordance with the terms of the Indenture, into the right to receive an amount in cash equal to the product of (A) the Conversion Rate (as defined in the Supplemental Indenture) applicable to such conversion and (B) $49.00.

The foregoing description of the Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Supplemental Indenture, which is included as Exhibit 4.1 hereto and incorporated into this Item 1.01 by reference.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger (as defined and described under Item 2.01), the Credit Agreement, dated as of April 4, 2017, by and among IDT, JPMorgan Chase Bank, N.A. and the other lenders party thereto, was terminated and all obligations outstanding thereunder were paid off and extinguished effective as of March 29, 2019.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 29, 2019, IDT completed its merger with Chapter Two Company (“Merger Sub”), a Delaware corporation and a direct wholly owned subsidiary of Renesas Electronics Corporation, a Japanese corporation (“Parent”), whereby Merger Sub merged with and into IDT, with IDT surviving as a direct wholly owned subsidiary of Parent (the “Merger”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of September 10, 2018, by and among IDT and Parent, and was subsequently joined by Merger Sub (the “Merger Agreement”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of IDT issued and outstanding immediately prior to the Effective Time (other than any shares owned by IDT and its subsidiaries or Parent and its subsidiaries (including Merger Sub) or any dissenting shares) was converted into the right to receive $49.00 per share in cash, without interest (the “Merger Consideration”). The aggregate Merger Consideration consisted of approximately $6.3 billion.

IDT’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on December 3, 2018, as amended by the supplement filed with the SEC on January 4, 2019, contains additional information about the Merger and the other transactions contemplated by the Merger Agreement, including information concerning the interests of directors, executive officers and affiliates of IDT in the Merger.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated into this report by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 29, 2019, in connection with the Merger, IDT notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had been completed, and requested that trading of IDT’s common stock on Nasdaq be suspended. In addition, IDT requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 in order to effect the delisting of IDT’s common stock from Nasdaq.

Additionally, IDT intends to file with the SEC a certification and notice of termination on Form 15 with respect to IDT’s common stock, requesting that such stock be deregistered under the Exchange Act, and that the reporting obligations of IDT with respect to IDT’s common stock under Sections 13(a) and 15(d) of the Exchange Act be suspended.

The information set forth in Item 2.01 is incorporated by reference into this Item 3.01.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth above is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

As a result of the Merger, a change of control of IDT occurred and IDT became a direct wholly owned subsidiary of Parent. Parent funded the acquisition through a combination of third-party debt financing and cash on hand of Parent. The information set forth above is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

In connection with the Merger, at the Effective Time, each member of the board of directors of IDT (the “Board”) ceased serving in such capacity. The members of the Board immediately prior to the Effective Time were Ken Kannappan, Selena LaCroix, Umesh Padval, Gordon Parnell, Robert Rango, Normal Taffe and Gregory Waters.

Immediately following the Effective Time, the size of the Board of Directors of IDT was reduced to two members and the following individuals, as designated by Parent, were elected as directors of IDT until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal: Sailesh Chittipeddi and Hisanori Kawahara.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, upon consummation of the Merger on March 29, 2019, the certificate of incorporation of IDT was amended and restated in its entirety. The Amended and Restated Certificate of Incorporation of IDT is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03.

On March 29, 2019, immediately following the Effective Time, Parent, as the sole stockholder of IDT, amended and restated the bylaws of IDT by written consent in lieu of a meeting. The Amended and Restated Bylaws of IDT are filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.

Item 8.01. Other Events.

On March 29, 2019, Parent issued a press release announcing the completion of the Merger and the acquisition of IDT by Parent, which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of June  24, 2018, by and between Renesas Electronics Corporation and Integrated Device Technology, Inc. (incorporated by reference to Ex. 2.1 to IDT’s Current Report on Form 8-K filed on September  11, 2018)*
3.1	Amended and Restated Certificate of Incorporation of Integrated Device Technology, Inc. (filed herewith)
3.2	Amended and Restated Bylaws of Integrated Device Technology, Inc. (filed herewith)
4.1	Supplemental Indenture No. 1, dated as of March  29, 2019, between Integrated Device Technology, Inc. and Wilmington Trust, National Association as Trustee, supplementing that certain Indenture, dated as of November  4. 2015, pursuant to which the 0.875% Convertible Senior Notes due 2022 were issued
99.1	Press release dated March 29, 2019

* The schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. IDT will furnish copies of any such schedules to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 29, 2019	INTEGRATED DEVICE TECHNOLOGY, INC.
	By:	/s/ Brian C. White
	Name:	Brian C. White
	Title:	Senior Vice President and Chief Financial Officer (duly authorized officer)

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

INTEGRATED DEVICE TECHNOLOGY, INC.

FIRST. The name of the corporation is Integrated Device Technology, Inc. (the “Corporation”).

SECOND. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the “DGCL”).

FOURTH. The total number of shares that the Corporation shall have authority to issue is 1,000 shares of Common Stock, and the par value of each of such share is $0.001.

FIFTH. The board of directors of the Corporation is expressly authorized to adopt, amend or repeal bylaws of the Corporation.

SIXTH. The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the bylaws of the Corporation.

SEVENTH. The Corporation shall have a perpetual existence.

EIGHTH. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Neither any amendment nor repeal of this Article Eighth, nor the adoption of any provision of this Certification of Incorporation inconsistent with this Article Eighth, shall eliminate or reduce the effect of this Article Eighth in respect of any matter occurring, or any cause of action, suit, or claim that, but for this Article Eighth, would accrue or arise, prior to such amendment, repeal, or adoption of an inconsistent provision.

NINTH. The provisions set forth in Article Eighth (dealing with liability of directors) herein may not be repealed or amended in any respect, unless such action is approved by the affirmative vote of not less than 75% of the total voting power of all shares of stock of the Corporation entitled to vote in the election of directors. This Article Ninth may not be repealed or amended in any respect unless such repeal or amendment is approved in the manner provided for a repeal or amendment of Article Eighth herein.

TENTH. Subject to Article Ninth, the Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute.

EX-3.2

Exhibit 3.2

BYLAWS

OF

INTEGRATED DEVICE TECHNOLOGY, INC.

(a Delaware corporation)

ARTICLE I

MEETINGS OF STOCKHOLDERS

1.1 PLACE OF MEETINGS; MEETINGS BY ELECTRONIC TRANSMISSION.

Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the board of directors. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the corporation.

Stockholders not physically present in person or by proxy at a meeting of stockholders may, by electronic transmission by and to the corporation or by electronic video screen communication, participate in, be deemed present in person or by proxy and vote at, a meeting of stockholders whether that meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the corporation or by electronic video screen communication. The corporation shall: (i) implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of electronic transmission by and to the corporation or by electronic video screen communication is a stockholder or proxyholder, (ii) implement reasonable measures to provide stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings and (iii) maintain a record of any stockholder vote or other action taken at the meeting by means of electronic transmission to the corporation or electronic video screen communication.

1.2 ANNUAL MEETING.

The annual meeting of stockholders shall be held each year on a date and at a time designated by the board of directors. At the meeting, directors shall be elected, and any other proper business may be transacted.

1.3 SPECIAL MEETING.

A special meeting of the stockholders may be called at any time by the board of directors, or by the chairman of the board, or by the president.

If a special meeting is called by any person or persons other than the board of directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president or the corporate secretary of the corporation. No business may be transacted at such special meeting other than as specified in such notice. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 1.4 and 1.5 of these bylaws, that a meeting will be

held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 1.3 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board of directors may be held.

1.4 NOTICE OF STOCKHOLDERS’ MEETINGS.

All notices of meetings of stockholders shall be sent or otherwise given in accordance with Section 1.5 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and (i) in the case of a special meeting, the general nature of the business to be transacted or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the stockholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

1.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

Notice of any meeting of stockholders shall be given in writing, by mail, or courier service, or, to the extent permitted by the Delaware General Corporation Law (the “DGCL”), by electronic transmission, addressed to the stockholder at the address of that stockholder appearing on the books of the corporation or given by the stockholder to the corporation for the purpose of notice. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation.

An affidavit of the mailing or other means of giving any notice of any stockholders’ meeting, executed by the corporate secretary, assistant corporate secretary or any transfer agent of the corporation giving the notice, shall be prima facie evidence of the giving of such notice.

1.6 QUORUM.

The presence in person or by proxy of the holders of a majority of the shares entitled to vote thereat constitutes a quorum for the transaction of business at all meetings of stockholders. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum, provided that any action taken (other than adjournment) after such withdrawal of stockholders is approved by at least a majority of the shares required to constitute a quorum.

1.7 ADJOURNED MEETING; NOTICE.

Any stockholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of quorum, no other business may be transacted at that meeting, except as provided in Section 1.6 of these bylaws.

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When any meeting of stockholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than thirty (30) days from the date set for the original meeting, in which case notice of time and place of the adjourned meeting shall be given. Notice of any such adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 1.4 and 1.5 of these bylaws. At any adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

1.8 VOTING.

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 1.11 of these bylaws, subject to the provisions of Sections 217 to 218 of the DGCL (relating to voting rights of fiduciaries, pledgors and joint owners of stock and voting trusts and other voting agreements).

Except as may be otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one (1) vote for each share of capital stock held by such stockholder.

The stockholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any stockholder before the voting has begun.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the stockholders, unless the vote of a greater number is required by the DGCL.

1.9 VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT.

The transactions of any meeting of stockholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to notice, who was not given notice, signs a written waiver of notice or a consent to the holding of the meeting or any approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting or stockholders. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance, in person or by proxy, by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

1.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

Any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted.

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In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the board of directors that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors.

1.11 RECORD DATE FOR STOCKHOLDER NOTICE, VOTING AND GIVING CONSENTS.

For purposes of determining the stockholders entitled to notice of any meeting or to vote thereat or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in such event only stockholders of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the DGCL.

1.12 PROXIES.

Every person entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the corporate secretary. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless revoked (a) by the person executing it, (b) by a writing delivered to the corporation stating that the proxy is revoked, (c) by a subsequent proxy executed by the person executing the proxy, or (d) by attendance at the meeting and voting in person by the person executing the proxy (in which case the proxy is deemed revoked immediately before the vote pursuant to that proxy); provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the DGCL.

ARTICLE II

DIRECTORS

2.1 POWERS.

Subject to the provisions of the DGCL and any limitations in the certificate of incorporation and these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors, including but not limited to the following actions that shall be managed and require approval from the board of directors of the corporation:

(a) Election of the chairman of the board of directors;

(b) Relocation of corporate headquarters;

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(c) Creation or change of corporate name;

(d) Transfer of all or a material part of the corporation’s business to a third party;

(e) Corporate merger or corporate split of the corporation;

(f) Establishment or dissolution of a subsidiary or affiliated company; and

(g) Any other items or issues specified by the DGCL and/or the certificate of incorporation or these bylaws.

2.2 NUMBER OF DIRECTORS.

The number of directors of the corporation shall be not less than one (1) and not more than seven (7), with the exact number of directors to be fixed, within the said limits, by the vote of a majority of the shares entitled to vote thereon represented at the duly held meeting at which a quorum is present or by the written consent of holders of a majority of the outstanding shares entitled to vote thereon.

2.3 ELECTION AND TERM OF OFFICE OF DIRECTORS.

Directors shall be elected at each annual meeting of stockholders to hold office until the next such annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until successor has been elected and qualified, or until the effective date of their resignation, whichever occurs first.

2.4 VACANCIES.

Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the stockholders or by court order may be filled only by the vote of a majority of the shares entitled to vote thereon represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote thereon. Each director so elected shall hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified.

A vacancy or vacancies in the board of directors shall be deemed to exist in the event of the death, resignation or removal of any director, or if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court of convicted of a felony, or if the authorized number of directors is increased, or if the stockholders fail, at any meeting of stockholders at which any director or directors are elected, to elect the number of directors to be elected at that meeting.

The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election, if by written consent, shall require the consent of the holders of a majority of the outstanding shares entitled to vote thereon.

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Any director may resign on giving written notice to the chairman of the board, the president, the corporate secretary or the board of directors.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

2.5 CHAIRMAN OF THE BOARD.

The chairman of the board shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him/her by the board of directors or prescribed by these bylaws. The chairman of the board shall have supervisory power over all major policy decisions of the corporation and shall advise the president on all decisions of major importance for the corporation. If there is no president, the chairman of the board shall also be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 4.6 of these bylaws.

2.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE AND OTHER COMMUNICATIONS.

Regular and special meetings of the board of directors may be held at any place within or outside the State of Delaware.

Members of the board of directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation. Participation in a meeting through use of conference telephone or electronic video screen communication constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another. Participation in a meeting through electronic transmission by and to the corporation (other than conference telephone and electronic video screen communication) constitutes presence in person at that meeting if both of the following apply: (i) each member participating in the meeting can communicate with all of the other members concurrently and (ii) each member is provided the means of participating in all matters before the board of directors, including, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

2.7 REGULAR MEETINGS.

Regular meetings of the board of directors may be held without notice if the times of such meetings are fixed by the board of directors.

2.8 SPECIAL MEETINGS; NOTICE.

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board or sole director, the president, any vice president, the corporate secretary or any two directors.

Notice of the time and place of special meetings shall be given personally or by telephone, electronic mail or facsimile transmission to each director or sent by registered mail (airmail, if overseas), addressed to each director at that director’s address as it is shown on the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail at least five (5) days (ten (10) days, if overseas) before the time of the holding of the meeting. If the notice is given personally, or by telephone,

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electronic mail or facsimile transmission, it shall be given at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.

2.9 QUORUM.

A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 2.11 of these bylaws. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 144 of the DGCL (as to approval of contracts or transactions in which a director has a financial or other interest), Sections 141 of the DGCL (as to appointment of committees) and Section 145 of the DGCL (as to indemnification of directors).

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

2.10 WAIVER OF NOTICE.

The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though a meeting had been duly held after a regular call and notice, if a quorum is present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement, the lack of notice to that director.

2.11 ADJOURNMENT.

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

2.12 NOTICE OF ADJOURNMENT.

Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 2.8 of the these bylaws, to the directors who were not present at the time of the adjournment.

2.13 ACTION WITHOUT MEETING.

Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent and any counterparts thereof shall be filed with the minutes of the proceedings of the board.

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2.14 FEES AND COMPENSATION OF DIRECTORS.

Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors. This Section 2.14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation for those services.

ARTICLE III

COMMITTEES

3.1 COMMITTEES OF DIRECTORS.

The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(a) the approval of any action which, under the DGCL, also requires stockholders’ approval or approval of the outstanding shares;

(b) the filling of vacancies in the board of directors or in any committee;

(c) the fixing of compensation of the directors for serving on the board or any committee;

(d) the amendment or repeal of these bylaws or the adoption of new bylaws;

(e) the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

(f) a distribution to the stockholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

(g) the appointment of any other committees of the board of directors or the members of such committees.

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3.2 MEETINGS AND ACTIONS OF COMMITTEES.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article II of these bylaws, Section 2.6 (place of meetings; meetings by telephone and other communications), Section 2.7 (regular meetings), Section 2.8 (special meetings; notice), Section 2.9 (quorum), Section 2.10 (waiver of notice), Section 2.11 (adjournment), Section 2.12 (notice of adjournment) and Section 2.13 (action without meeting), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; special meetings of committees may also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors may adopt rules of the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE IV

OFFICERS

4.1 OFFICERS.

The officers of the corporation shall be a president, a corporate secretary, a treasurer, and such other officers as may be appointed in accordance with Section 4.3 of these bylaws, including, without limitation, one or more vice presidents, one or more assistant corporate secretaries, and one or more assistant treasurers. Any number of offices may be held by the same person.

4.2 ELECTION OF OFFICERS.

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 4.3 or Section 4.5 of these bylaws, shall be appointed by the board of directors, subject to the rights, if any, of an officer under any contract of employment. All officers of the corporation shall hold office for such period, have such authority and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

4.3 ADDITIONAL OFFICERS.

The board of directors may appoint, or may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these bylaws or as the board of directors may from time to time determine.

4.4 REMOVAL AND RESIGNATION OF OFFICERS.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors at any regular or special meeting of the board, by the president of the corporation, or by any other officer upon whom such power of removal may be conferred by the board of directors.

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Any officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

4.5 VACANCIES IN OFFICES.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office.

4.6 PRESIDENT.

The chairman of the board shall have supervisory power over all major policy decisions of the corporation and the president shall consult with the chairman of the board in advance on all decisions of major importance for the corporation. The president shall be the chief executive officer of the corporation and shall, subject to the control of the chairman of the board and the board of directors, have general supervision, direction and control of the business and the officers of the corporation. The president shall preside at all meetings of the stockholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, subject to the aforementioned supervisory powers of the chairman of the board, and shall have such other powers and duties as may be prescribed by the board of directors or these bylaws.

4.7 CORPORATE SECRETARY.

The corporate secretary shall keep or cause to be kept, at the principal executive office of the corporation, or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders, with the time and place of holding, whether regular or special (and, if special, how authorized and the notice given), the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof.

The corporate secretary shall keep, or cause to be kept, at the principal executive office of the corporation, a share register showing the names of all stockholders and their addresses, the number of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

The corporate secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors required by these bylaws or by law to be given, and shall keep the seal of the corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by these bylaws.

4.8 TREASURER.

The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

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The treasurer shall deposit all money and other valuables in the name and to the credit of the corporation with such depositaries as the treasurer deems appropriate. The treasurer shall disburse the funds of the corporation as the treasurer deems appropriate. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all his transactions as treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or these bylaws.

ARTICLE V

INDEMNIFICATION

5.1 INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she (or a person of whom he or she is the legal representative), is or was a director or officer of the corporation or a Reincorporated Predecessor (as defined below) or is or was serving at the request of the corporation or a Reincorporated Predecessor as a director, officer or employee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the DGCL, against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the board of directors of the corporation. As used herein, the term “Reincorporated Predecessor” means a corporation that is merged with and into the corporation in a statutory merger where (a) the corporation is the surviving corporation of such merger; and (b) the primary purpose of such merger is to change the corporate domicile of the Reincorporated Predecessor to the State of Delaware.

5.2 ADVANCE OF EXPENSES.

The corporation shall pay all expenses (including attorneys’ fees) incurred by such a director or officer in defending any such Proceeding as they are incurred in advance of its final disposition; provided, however, that if the DGCL then so requires, the payment of such expenses incurred by such a director or officer in advance of the final disposition of such Proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be determined ultimately that such director or officer is not entitled to be indemnified under this Article V or otherwise; and provided, further, that the corporation shall not be

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required to advance any expenses to a person against whom the corporation directly brings a claim, in a Proceeding, alleging that such person has breached his or her duty of loyalty to the corporation, committed an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law, or derived an improper personal benefit from a transaction.

5.3 NON-EXCLUSIVITY OF RIGHTS.

The rights conferred on any person in this Article V shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, bylaws, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Additionally, nothing in this Article V shall limit the ability of the corporation, in its discretion, to indemnify or advance expenses to persons whom the corporation is not obligated to indemnify or advance expenses pursuant to this Article V. The board of directors of the corporation shall have the power to delegate to such officer or other person as the board of directors shall specify the determination of whether indemnification shall be given to any person pursuant to this Section 5.3.

5.4 INDEMNIFICATION CONTRACTS.

The board of directors is authorized to cause the corporation to enter into indemnification contracts with any director, officer, employee or agent of the corporation, or any person serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification rights to such person. Such rights may be greater than those provided in this Article V.

5.5 EFFECT OF AMENDMENT.

Any amendment, repeal or modification of any provision of this Article V shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article V and existing at the time of such amendment, repeal or modification.

ARTICLE VI

RECORDS AND REPORTS

6.1 MAINTENANCE AND INSPECTION OF SHARE REGISTER.

The corporation shall keep at its principal executive office a record of its stockholders, giving the names and addresses of all stockholders and the number of shares held by each stockholder.

6.2 MAINTENANCE AND INSPECTION OF BYLAWS.

The corporation shall keep at its principal executive office the original or a copy of these bylaws as amended to date, where said bylaws shall be open to inspection by the stockholders at all reasonable times during office hours.

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6.3 MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.

The accounting books and records, and the minutes of proceedings of the stockholders and the board of directors and any committee or committees of the board of directors, shall be kept at such place or places designated by the board of directors, or in absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.

The minutes and accounting books and records shall be open to inspection upon the written demand of any stockholder at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a stockholder. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. Such rights of inspection shall extend to the records of each subsidiary corporation of the corporation.

6.4 INSPECTION BY DIRECTORS.

Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. Such inspections by a director may be made in person or by an agent or attorney, and the right of inspection shall include the right to copy and make extracts of documents.

6.5 FINANCIAL STATEMENTS.

A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve months; and each such statement shall be exhibited at all reasonable times to any stockholder demanding an examination of any such statement or a copy shall be mailed to any such stockholder.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of the independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation.

ARTICLE VII

GENERAL MATTERS

7.1 CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS.

All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by the treasurer.

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7.2 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED.

The board of directors, except as otherwise provided in these bylaws, may authorize any officer to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

7.3 STOCK CERTIFICATES.

A certificate or certificates for shares of the corporation shall be issued to each stockholder when any of such shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the corporation by two officers from among the president, corporate secretary, treasurer and any other officers of the corporation authorized by the board of directors, certifying the number of shares owned by the stockholder.

7.4 LOST CERTIFICATES.

Except as provided in this Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The treasurer may, in case any stock certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of replacement certificates on such terms and conditions as the treasurer may require, including provision for indemnification of the corporation secured by a bond or other adequate security sufficient to protect the corporation against any claim that may be made against it, including any expense or liability on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate.

7.5 CONSTRUCTION AND DEFINITIONS.

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

ARTICLE VIII

AMENDMENTS

8.1 AMENDMENT BY STOCKHOLDERS.

New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.

8.2 AMENDMENT BY DIRECTORS.

Subject to the rights of the stockholders as provided in Section 8.1 of these bylaws, these bylaws, other than a bylaw or an amendment of a bylaw changing the authorized number of directors, may be adopted, amended or repealed by the board of directors.

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CERTIFICATE OF CORPORATE SECRETARY

The undersigned Corporate Secretary of Integrated Device Technology, Inc., a Delaware corporation, hereby certifies that the foregoing is a full, true and correct copy of the Bylaws of said corporation, with all amendments to date of this Certificate.

WITNESS the signature of the undersigned this                  day of                             , 2019.

[●], Corporate Secretary

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EX-4.1

Exhibit 4.1

INTEGRATED DEVICE TECHNOLOGY, INC.

as Issuer

and

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee

SUPPLEMENTAL INDENTURE NO. 1

Dated as of

March 29, 2019

0.875% Convertible Senior Notes due 2022

This SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of March 29, 2019, is between Integrated Device Technology, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”). Capitalized terms used in this Supplemental Indenture without definition have the meanings ascribed to such terms in the Indenture (as defined below).

W I T N E S S E T H:

WHEREAS, the Company and the Trustee have heretofore entered into an Indenture, dated as of November 4, 2015 (such Indenture, as modified by this Supplemental Indenture, and as the same may be further modified, being hereinafter called the “Indenture”), pursuant to which the Company issued its 0.875% Convertible Senior Notes due 2022 in an original aggregate principal amount of $373,750,000 (the “Notes”);

WHEREAS, the Company and Renesas Electronics Corporation, a corporation organized under the laws of Japan (kabushiki kaisha) (“Parent”), have entered into that certain Agreement and Plan of Merger, dated as of September 10, 2018 and as may be amended from time to time (the “Merger Agreement”), as subsequently joined by Chapter Two Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) pursuant to which, among other things, on the date of the execution and delivery of this Supplemental Indenture, Merger Sub is being merged with and into the Company, with the Company continuing as the surviving corporation and as a direct subsidiary of Parent (the “Merger”);

WHEREAS, in connection with the Merger, each share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), outstanding immediately prior to the effective time of the Merger, subject to certain exceptions as set forth in the Merger Agreement, was automatically converted into the right to receive an amount in cash equal to $49.00, payable in accordance with Section 2.2 of the Merger Agreement;

WHEREAS, Article 11 of the Indenture permits the Merger so long as certain conditions have been met;

WHEREAS, the Merger constitutes a “Merger Event” under the Indenture;

WHEREAS, Section 14.07 of the Indenture requires the Company to execute with the Trustee a supplemental indenture, permitted under Section 10.01(g) of the Indenture without the consent of any Holders, in connection with a Merger Event, providing for the change in the conversion right of the Notes resulting from the Merger, as provided in Article 14 of the Indenture;

WHEREAS, all things necessary to make this Supplemental Indenture a legal, valid and binding agreement of the Company and a valid amendment to the Indenture have been done, and pursuant to Section 10.01 of the Indenture, the Company requests that the Trustee execute and deliver this Supplemental Indenture; and

WHEREAS, the Company has heretofore executed and delivered or is delivering contemporaneously herewith to the Trustee an Officer’s Certificate and an Opinion of Counsel pursuant to Sections 10.05, 11.03 and 17.05 of the Indenture.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises, the receipt and sufficiency of which is hereby acknowledged, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Notes, as follows:

ARTICLE 1

AMENDMENTS

Section 1.01. Occurrence of Merger Event. The consummation of the Merger will constitute a Merger Event under Section 14.07 of the Indenture.

Section 1.02. Conversion of Notes following Merger. In accordance with and subject to Section 14.07 of the Indenture, from and after the effective time of the Merger, the Notes will be convertible into the Reference Property of the Merger. The Reference Property of the Merger consists solely of cash, and the Reference Property Unit of the Merger consists of cash in the amount of $49.00 per share of Common Stock. Accordingly, from and after the effective time of the Merger, the conversion of any Note will be settled solely in cash in an amount, per $1,000 principal amount of such Note to be converted, equal to the product of (A) the Conversion Rate applicable to such conversion (as may be increased pursuant to Section 14.03) and (B) $49.00.

ARTICLE 2

MISCELLANEOUS PROVISIONS

Section 2.01. Applicability of Certain Provisions of the Indenture. Sections 17.01, 17.04, 17.09, 17.11, 17.12, 17.13 and 17.14 will apply to this Supplemental Indenture as if the same were reproduced herein, mutatis mutandis.

Section 2.02. Rights of Trustee. For the avoidance of doubt, the rights, privileges, protections and immunities of the Trustee set forth in Article 7 of the Indenture will apply with respect to this Supplemental Indenture and the Indenture as amended thereby, as if such rights, privileges, protections and immunities were expressly set forth herein. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture.

[Signature Pages Follow]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.

INTEGRATED DEVICE TECHNOLOGY, INC.
By:
	Name:
	Title:

[Signature Page to Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:

[Signature Page to Supplemental Indenture]

EX-99.1

Exhibit 99.1

Renesas Completes Acquisition of Integrated Device Technology

The Combined Portfolios Contribute to Expand Renesas’ Global Footprint in

High-Data-Processing Markets

TOKYO, Japan, March 30, 2019 JST | San Jose, California, U.S.A., March 29, 2019 PST— Renesas Electronics Corporation (TSE: 6723, “Renesas”), a premier supplier of advanced semiconductor solutions, and Integrated Device Technology, Inc. (“IDT”), a leading supplier of analog mixed-signal products, including sensors, connectivity and wireless power, today jointly announced the successful completion of Renesas’ acquisition of IDT, as of March 30, 2019 JST, March 29, 2019 PDT, following approvals by IDT shareholders and the relevant regulatory authorities.

Together with IDT, Renesas will now deliver an even broader range of leading-edge technology and embedded solutions by combining IDT’s RF, high-performance timing, memory interface, real-time interconnect, optical interconnect, wireless power and smart sensors with Renesas microcontrollers, system-on-chips and power management ICs. This combined portfolio enables the creation of new classes of products and solutions in fast-growing, data-economy applications across different verticals, including industrial, infrastructure and automotive segments, for customers and partners across the globe.

To immediately showcase how Renesas and IDT’s complementary product portfolios work together to deliver comprehensive solutions, Renesas and IDT developed 15 “Winning Combinations,” compelling Renesas-plus-IDT product combinations that capture and highlight the technological advantages Renesas and IDT provide as a combined company. Examples of Winning Combinations include IDT automotive timing plus Renesas R-Car processor solutions for automotive infotainment applications, an IDT gas sensor plus Renesas MCU for IoT building automation air quality control and other Winning Combinations for base station, wireline and server applications. To learn more about the Renesas and IDT Winning Combinations, visit www.renesas.com/solutions/idt.html.

As a result of the completion of the transaction, IDT became a wholly owned subsidiary of Renesas. As of today, Dr. Sailesh Chittipeddi joined Renesas’ executive team as Executive Vice President and will lead IDT as President and CEO. Renesas is committed to a smooth and swift integration of the two companies and continuation of technical support and future product development for IDT’s industry-leading analog mixed-signal products.

As previously announced, Renesas anticipates near- and long-term revenue growth from expanded opportunities, access to fast-growing industries, as well as cost savings from a larger business platform, which will bring innovation and improvements along with an expected positive financial impact in the region of US$250 million in non-GAAP operating income per year on a run-rate basis. Renesas expects the acquisition to be highly accretive to Renesas’ pro-forma non-GAAP gross margin, non-GAAP EPS (earnings per share) and free cash flows immediately after completion, consistent with prior guidance. Renesas completed the transaction using approximately US$6.3 billion (approximately ¥693.0 billion at an exchange rate of 110 yen to the dollar), through a combination of cash on hand and debt financing.

“We are thrilled to welcome some of the industry’s best and brightest talent into our team to steer the future of innovation together,” said Bunsei Kure, Representative Director, President and CEO of Renesas. “This acquisition demonstrates our commitment to bringing more complete solutions to our customers around the globe as we strengthen our leadership position in the high-growth, data-driven economy markets of automotive, industrial/IoT and datacenter/communications infrastructure where our advanced data processing and analog/mixed-signal performance is crucial. We fully expect to continue to significantly outgrow our strategic market segments and drive profitability, allowing us to carry on creating superior value for our customers and shareholders.”

“The product portfolios of Renesas and IDT are highly complementary. The combination allows us to bring more innovative and comprehensive portfolio of products to the market, with a larger global footprint, sales force and distribution network,” said Dr. Sailesh Chittipeddi, Executive Vice President of Renesas and President and CEO of IDT. “The winning combinations of products introduced today represent our commitment to achieving an efficient and speedy integration of the two companies and enabling our customers to get to market faster with best-in-class solutions.”

About Renesas Electronics Corporation

Renesas Electronics Corporation (TSE: 6723) delivers trusted embedded design innovation with complete semiconductor solutions that enable billions of connected, intelligent devices to enhance the way people work and live. A global leader in microcontrollers, analog, power, and SoC products, Renesas provides comprehensive solutions for a broad range of automotive, industrial, home electronics, office automation, and information communication technology applications that help shape a limitless future. Learn more at renesas.com.

About IDT

Integrated Device Technology, Inc., a wholly owned subsidiary of Renesas Electronics Corporation, develops system-level solutions that optimize its customers’ applications. IDT’s market-leading products in RF, high performance timing, memory interface, real-time interconnect, optical interconnect, wireless power and smart sensors are among the company’s broad array of complete mixed-signal solutions for the communications, computing, consumer, automotive and industrial segments. Headquartered in San Jose, Calif., IDT has design, manufacturing, sales facilities and distribution partners throughout the world. Additional information about IDT can be found at www.IDT.com. Follow IDT on Facebook, LinkedIn, Twitter, and YouTube.

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Media Contacts

Renesas Electronics Corporation

Kyoko Okamoto

+81 3-6773-3001

pr@renesas.com

Integrated Device Technology, Inc.

Krista Pavlakos

Director, Demand Creation & Communications

Phone: (408) 574-6640

Email: Krista.Pavlakos@idt.com

Investor Contacts

Renesas Electronics Corporation

Hirokazu Kato

+81 3-6773-3002

ir@renesas.com

Integrated Device Technology, Inc.

Krishna Shankar

Head of Investor Relations

408-574-6995

ir@idt.com