DELAWARE (State or Other Jurisdiction of Incorporation or Organization) | 94-2669985 (I.R.S. Employer Identification No.) | ||||
6024 SILVER CREEK VALLEY ROAD, SAN JOSE, CALIFORNIA (Address of Principal Executive Offices) | 95138 (Zip Code) |
¨ | 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)) |
(a) | Financial Statements of Business Acquired |
The audited consolidated financial statements of ZMDI as of and for the year ended December 31, 2014 are in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and, as required by this Item 9.01 (a), are included as Exhibit 99.1 hereto; The unaudited condensed consolidated financial statements of ZMDI are in accordance with International Accounting Standards 34, Interim Financial Reporting, (“IAS 34”) as of and for the six-month period ended June 30, 2015, and, as required by this Item 9.01 (a), are included as Exhibit 99.2 hereto. |
The Independent Auditors’ Report, issued by Deloitte & Touche GmbH, dated February 9, 2016, relating to ZMDI’s audited consolidated financial statements described above (and which report expresses a qualified opinion relating to the omission of comparative financial information as required by IFRS as issued by the IASB, as discussed in Note 2 to the consolidated financial statements), is included hereto as Exhibit 99.1. |
(b) | Pro Forma Financial Information |
The unaudited pro forma financial information for IDT, after giving effect to the acquisition of ZMDI and adjustments described in such pro forma financial information, is included hereto as Exhibit 99.3. |
(d) | Exhibits |
Exhibit Number | Description | |
23.1 | Consent of Independent Auditors, Deloitte & Touche GmbH. | |
99.1 | Audited consolidated financial statements of ZMDI, which are in accordance with IFRS as issued by the IASB, as of and for the year ended December 31, 2014, and the notes related thereto. | |
99.2 | Unaudited condensed consolidated financial statements of ZMDI, which are in accordance with IAS34, as of and for the six-month period ended June 30, 2015, and the notes related thereto. | |
99.3 | Unaudited Pro Forma Condensed Combined Balance Sheet as of September 27, 2015, and Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended September 27, 2015 and for the year ended March 29, 2015. |
INTEGRATED DEVICE TECHNOLOGY, INC. Registrant | |||
By: | /s/ Brian C. White | ||
Brian C. White | |||
Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit Number | Description | |
23.1 | Consent of Independent Auditors, Deloitte & Touche GmbH. | |
99.1 | Audited consolidated financial statements of ZMDI which are in accordance with IFRS as issued by the IASB, as of and for the year ended December 31, 2014, and the notes related thereto. | |
99.2 | Unaudited condensed consolidated financial statements of ZMDI, which are in accordance with IAS34, as of and for the six-month period ended June 30, 2015, and the notes related thereto | |
99.3 | Unaudited Pro Forma Condensed Combined Balance Sheet as of September 27, 2015, and Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended September 27, 2015 and for the year ended March 29, 2015 |