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EX-99.4 - EX-99.4 - InvenSense Incd465796dex994.htm
EX-99.3 - EX-99.3 - InvenSense Incd465796dex993.htm
EX-99.2 - EX-99.2 - InvenSense Incd465796dex992.htm
EX-99.1 - EX-99.1 - InvenSense Incd465796dex991.htm
EX-10.1 - EX-10.1 - InvenSense Incd465796dex101.htm
EX-2.1 - EX-2.1 - InvenSense Incd465796dex21.htm
8-K - 8-K - InvenSense Incd465796d8k.htm

Exhibit 99.5

December 21, 2016

Hello InvenSense Employees,

Earlier this morning, we announced that InvenSense will be acquired by TDK in an all cash transaction for $13 per share of InvenSense stock. Pending shareholder and regulatory approvals, we expect the transaction to close within the third quarter of calendar 2017. This acquisition, approved by the Boards of Directors of both companies, represents an exciting opportunity for the shareholders, customers and employees of both InvenSense and TDK.

TDK (“TDK”, TSE) is a multi-national electronics company headquartered in Tokyo, Japan which posted total sales of $11.5 billion USD in their fiscal year 2016 (ended on March 31, 2016) and employs approximately 92,000 people worldwide. TDK and InvenSense have very complementary portfolios of sensor and software solutions and technologies. We also share a common growth strategy to become the premier sensor platform solutions company enabling mobile, IoT and automotive customers. I am excited about the potential of our combined companies which brings together InvenSense’s suite of motion, sound, location and software services and platforms and our world-class employees with TDK’s diverse portfolio of manufacturing technologies and material, sensors, significant partner relationships and distribution channels.

Please join me for a worldwide All-Hands meeting scheduled for today (12/21/16) at 10:00 AM Pacific Time in the San Jose headquarters office cafeteria for a discussion regarding the transaction and answer any immediate questions. We will provide WebEx information in a follow-up email for all of the communications sessions described.

An additional All-Hands meeting repeating the morning session will take place later today at 5:00 PM Pacific Time for further discussion and review of the transaction and to allow consideration for different time zones. Then at 6:00 PM Pacific time, everyone is welcome to join me in welcoming Noboru Saito, Director, Senior Vice President and General Manager of Corporate Strategy at TDK, to San Jose. Saito-san will provide further insight into TDK’s organization, culture, products, technologies and strategies for the combined sensor business.

Again, due to time zones and worldwide communication schedules, we will repeat the late afternoon sessions for those unable to make either of the earlier meetings, tomorrow on 12/22/16 at 10:00 AM Pacific Time. Similarly, at 11:00 AM Saito-san from TDK will repeat his discussion for anyone who missed the prior session.

We have much to be proud of with our many accomplishments at InvenSense. InvenSense is the #1 sensor provider for gyro enabled inertial sensors in the world, we have created a world class research and development house, and we have been diversifying ourselves beyond mobile with new sensors, software and services, and platforms. These efforts have helped to position us for this amazing opportunity to join forces with TDK and together accelerate the achievement of our sensor business growth strategy.

Sincerely,

Behrooz Abdi


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Additional Information and Where to Find It

In connection with the proposed transaction, TDK and InvenSense intend to file relevant materials with the United States Securities and Exchange Commission (the “SEC”). InvenSense will also file with the SEC a proxy statement on Schedule 14A. Following the filing of the definitive proxy statement with the SEC, InvenSense will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the InvenSense special meeting relating to the proposed transaction. INVESTORS AND SECURITY HOLDERS OF INVENSENSE ARE URGED TO CAREFULLY READ THESE MATERIALS IN THEIR ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TDK OR INVENSENSE FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TDK, INVENSENSE AND THE PROPOSED TRANSACTION. The proxy statement and other documents filed by InvenSense with the SEC may be obtained free of charge at InvenSense’s website at www.invensense.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from InvenSense by requesting them by mail at InvenSense, Inc., 1745 Technology Drive Suite 200, San Jose, California 95110, Attention: Investor Relations, or by telephone at (408) 501-2200. The documents filed by TDK with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from TDK by requesting them by mail at Shibaura Renasite Tower, 3-9-1 Shibaura, Minato-ku, Tokyo 108-0023, Japan, Attention: Investor Relations.

This communication does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. TDK, InvenSense, and certain of their directors, officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of InvenSense in connection with the proposed transaction. Information about the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of InvenSense’s stockholders in connection with the proposed transaction, and any direct or indirect interests, by security holdings or otherwise, they have in the proposed transaction, will be set forth in InvenSense’s definitive proxy statement when it is filed with the SEC. Information regarding InvenSense’s directors and executive officers and their ownership of InvenSense’s securities is set forth in the definitive proxy statement for InvenSense’s 2016 Annual Meeting of Stockholders, which was filed with the SEC on July 29, 2016, and its Annual Report on Form 10-K for the fiscal year ended April 3, 2016, which was filed with the SEC on May 25, 2016. These documents may be obtained free of charge at the SEC’s website at www.sec.gov.


Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements that address a variety of subjects including, for example, the expected timetable for closing of the transaction between TDK and InvenSense, the expected benefits and synergies of the transaction, TDK’s and InvenSense’s plans, objectives and expectations and TDK’s expected product offerings, product development, marketing position and technical advances resulting from the transaction. Statements that are not historical facts, including statements about beliefs, plans and expectations, are forward-looking statements. Such statements are based on current expectations and are subject to a number of factors and uncertainties, are not historical facts and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements include statements that reflect the current expectations, estimates, beliefs, assumptions, and projections of TDK’s senior management about future events with respect to InvenSense’s business and its industry in general. Statements that include words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “potential,” “continue,” “goals,” “targets” and variations of these words (or negatives of these words) or similar expressions of a future or forward-looking nature identify forward-looking statements. In addition, any statements that refer to projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Actual results could differ materially from those projected or forecast in the forward-looking statements. The following important factors and uncertainties, among others, that could cause actual results to differ materially from those described in these forward looking statements include, without limitation: the parties’ ability to satisfy the conditions precedent to the consummation of the proposed transaction, including, without limitation, the receipt of stockholder and regulatory approvals, including the potential for regulatory authorities to require divestitures in connection with the proposed transaction; the occurrence of any event that could give rise to the termination of the merger agreement; unanticipated difficulties or expenditures relating to the proposed transaction; legal proceedings that may be instituted against TDK or InvenSense and others following announcement of the proposed transaction; disruptions of current plans and operations caused by the announcement or pendency of the proposed transaction; the risk that expected benefits, synergies and growth prospects of the transaction may not be achieved in a timely manner, or at all; the risk that InvenSense’s business may not be successfully integrated with TDK’s following the closing; potential difficulties in employee retention as a result of the announcement and pendency of the proposed transaction; and the response of customers, distributors, suppliers and competitors to the announcement of the proposed transaction. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the proxy statement when it becomes available and InvenSense’s filings with the SEC, including the risk factors contained in InvenSense’s most recent Annual Report on Form 10-K. Forward-looking statements represent management’s current expectations and are inherently uncertain. TDK and InvenSense assume no obligation to update the information in this communication, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.