ViXS Systems Inc. Files Information Circular for Proposed Acquisition by Pixelworks, Inc.

TORONTO, ONTARIO--(Marketwired – July 5, 2017) - ViXS Systems Inc. (TSX:VXS), a pioneer and leader in advanced media processing solutions,  today announced that it has filed its Management Information Circular (the “Circular”) and related proxy materials on SEDAR, in advance of ViXS’ Annual and Special Meeting of shareholders (the “Meeting”) to be held at 10:00 a.m. (Toronto time) on Thursday, July 27, 2017, at the offices of Gowling WLG (Canada) LLP, Suite 1600, 1 First Canadian Place, 100 King Street West, Toronto, Ontario.

The primary purpose of the Meeting is to seek ViXS shareholder approval of the proposed acquisition by Pixelworks, Inc. (NASDAQ: PXLW) (“Pixelworks”) of all of ViXS’ outstanding common shares pursuant to an arrangement agreement (the “Arrangement Agreement”) dated May 18, 2017 (the “Arrangement”) between ViXS and Pixelworks, all as more particularly described in the Circular.

ViXS’ Board of Directors recommends, for the reasons set out in the Circular, that ViXS shareholders vote in favour of the special resolution to approve the Arrangement.

ViXS shareholders of record as of the close of business on June 22, 2017 will receive notice of and be entitled to vote at the Meeting. The Circular provides important information on the Arrangement and related matters, including voting procedures.

The Arrangement must be approved by at least two-thirds of ViXS shares present in person or represented by proxy at the Meeting. The directors and officers of ViXS and certain shareholders, collectively holding 36% of ViXS’ common shares, have already entered into support and voting agreements and agreed to vote their common shares in favor of the Arrangement at the Meeting.

Completion of the Arrangement is conditional upon, among other things, obtaining such ViXS shareholder approval, obtaining the final order of the Ontario Superior Court of Justice (Commercial List) and satisfaction or waiver of other required conditions, including obtaining certain third-party consents. ViXS shareholders are encouraged to read the Circular as it provides important information about the Arrangement.

Subject to obtaining the Court approval described above, as well as the satisfaction of all other conditions precedent, if ViXS shareholders approve the Arrangement, it is anticipated that the Arrangement will be completed in early August of 2017. 

FORWARD LOOKING STATEMENTS

Certain statements in this press release which are not historical facts constitute forward-looking statements or information within the meaning of applicable securities laws (“forward-looking statements”). Such statements include, but are not limited to, statements regarding whether the Arrangement will be consummated, including whether conditions to the consummation of the Arrangement will be satisfied, and the anticipated timing for the closing of the Arrangement and regarding receipt of all necessary consents and approvals. The use of terms such as “may”, “anticipated”, “expected”, “projected”, “targeting”, “estimate”, “intend” and similar terms are intended to assist in identification of these forward-looking statements. Readers are cautioned not to place undue reliance upon any such forward-looking statements. Such forward-looking statements are not promises or guarantees of future performance and involve both known and unknown risks and uncertainties that may cause ViXS’ actual results to be materially different from historical results or from any results expressed or implied by such forward-looking statements. Accordingly, there can be no assurance that forward-looking statements will prove to be accurate and readers are therefore cautioned not to place undue reliance upon any such forward-looking statements.

Factors that could cause results or events to differ materially from current expectations expressed or implied by forward looking statements contained herein include, but are not limited to: the ability of the parties to receive, in a timely manner and on satisfactory terms, ViXS shareholder approval and stock exchange and Court approvals for the Arrangement; the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Arrangement and other expectations and assumptions concerning the Arrangement; and other factors discussed in the “Risk Factors” section of the Circular. All forward-looking statements are qualified in their entirety by this cautionary statement. ViXS is providing this information as of the current date and does not undertake any obligation to update any forward-looking statements contained herein as a result of new information, future events or otherwise except as may be required by applicable securities laws.

About ViXS Systems Inc.

ViXS is a pioneer and market leader in designing revolutionary media processing semiconductor solutions for video over IP streaming solutions, with approximately 470 patents issued and pending worldwide, numerous industry awards for innovation, and over 39 million media processors shipped to date. ViXS is driving the transition to Ultra HD 4K across the entire content value chain by providing professional and consumer grade chipsets that support the new High Efficiency Video Coding (HEVC) standard up to Main 12 Profile, reducing bandwidth consumption by 50% while providing the depth of color and image clarity needed to take advantage of higher-resolution content. ViXS’ XCodePro 300 family is ideal for Ultra HD 4K infrastructure equipment, and the XCode 6000 family of system-on-chip (SoC) products achieve unprecedented levels of integration that enable manufacturers to create cost-effective consumer entertainment devices.

ViXS is headquartered in Toronto, Canada with offices in Europe, Asia and North America. VIXS™, the ViXS® logo, XCode®, XCodePro™, and Xtensiv™ are trademarks and/or registered trademarks of ViXS. XConnex™ and other trademarks are the property of their respective owners. For more information on ViXS, visit our website: www.vixs.com.

For further information, please contact:

Charlie Glavin
Chief Financial Officer
ViXS Systems Inc.
T: +1 416 646-2000
cglavin@vixs.com  

Michael Michalyshyn 
General Counsel
ViXS Systems Inc.
T: +1 416 646-2000
mmichalyshyn@vixs.com