This excerpt taken from the VIRL 8-K filed Dec 18, 2008.
Virage Logic Revokes Proposal to Acquire LogicVision
FREMONT, Calif.--(BUSINESS WIRE)--December 17, 2008--Virage Logic Corporation (NASDAQ: VIRL) today announced that earlier today the company sent a letter to the Board of Directors of LogicVision, Inc. (NASDAQ: LGVN) to inform them that Virage Logic is revoking its proposal to acquire the company for $1.05 per share in cash. The proposal, made public on December 3, 2008, offered a premium of 114% to LogicVision’s closing price of $0.49 on December 1, 2008, and valued LogicVision at approximately $10.0 million.
The text of the letter that was sent to LogicVision’s Board of Directors follows:
Board of Directors
25 Metro Drive, Third Floor
San Jose, CA 95110
As you know, it has been two weeks since our formal letter to you on December 2nd and over a month since our initial communication to you on November 10th regarding a potential acquisition of LogicVision, Inc. (“LogicVision”) by Virage Logic Corporation (“Virage”). When submitted on December 2nd, our offer of $1.05 per share represented a premium of 114% to the closing price for LogicVision's stock as of December 1, 2008. Our willingness to offer such a premium reflected our belief in the significant value an acquisition of LogicVision would bring to Virage Logic. It appears, however, that you have no serious interest in engaging in discussions with us regarding our proposal, despite the obvious benefit to LogicVision’s stockholders. The decision by the LogicVision Board of Directors to adopt a stockholders’ rights plan is a further indication that you are not willing to submit our proposal to LogicVision’s stockholders.
To date we have invested considerable time and resources in evaluating the prospective benefits and risks of an acquisition of LogicVision. We are no longer willing to continue to do so given the lack of any significant progress to date in advancing to substantive discussions. Accordingly, we are withdrawing our prior offer to acquire LogicVision at $1.05 per share. We continue to believe that our offer provided your stockholders with full and fair value for their shares, and you have unfortunately foreclosed the ability of your stockholders to realize this value.
VIRAGE LOGIC CORPORATION
/s/J. Daniel McCranie
J. Daniel McCranie
cc: Alex Shubat