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Tundra Semiconductor Obtains Interim Order and Mails Information Circular for Special Meeting

^{Published on 2009-05-21 05:38:09, Last Modified on 2009-05-21 05:39:50 - Market Wire}
 

 OTTAWA, May 21 /CNW Telbec/ - Tundra Semiconductor Corporation (TSX: TUN) today announced that Tundra has mailed to its shareholders a management proxy circular (the "Circular") and other materials, in connection with the special meeting of shareholders of Tundra (the "Special Meeting") to be held on June 15, 2009. At the Special Meeting Tundra shareholders will be asked to vote on a special resolution to approve a proposed plan of arrangement pursuant to which 4440471 Canada Inc., a wholly-owned Canadian acquisition subsidiary of Integrated Device Technology, Inc. (NASDAQ: IDTI), will acquire all of the issued and outstanding shares of Tundra (the "Arrangement"). The proposed Arrangement was announced on April 30, 2009. The Special Meeting will be held at 11:00 a.m. (EST) on Monday, June 15, 2009 at The Marshes Golf Club, 320 Terry Fox Drive, Ottawa, Ontario. Tundra shareholders of record as of 5:00 p.m. (EST) on May 15, 2009 will be entitled to vote in person or by proxy at the Special Meeting. On May 15, 2009, the Ontario Superior Court of Justice granted an interim order providing for the calling and holding of the Special Meeting and certain other matters related to the Special Meeting and the Arrangement. A copy of the interim order is included in the Circular. The Circular includes the unanimous determination of Tundra's Board of Directors (other than Mr. Fred Shlapak, an interested Director who did not participate in the decision) that the Arrangement is fair to Tundra shareholders and in the best interests of Tundra and the unanimous recommendation of Tundra's Board of Directors (other than Mr. Shlapak) that Tundra shareholders vote FOR the special resolution approving the Plan of Arrangement. The Board of Directors of Tundra provides detailed reasons for its recommendation in the Circular, which may be accessed under Tundra's profile at [ www.sedar.com ]. The Board of Directors of Tundra encourages Tundra shareholders to review the Circular when it is received or to access the Circular at [ www.sedar.com ] or on Tundra's website at [ www.tundra.com ]. Tundra shareholders with questions about the Arrangement or submitting proxies are encouraged to contact Georgeson Shareholder Communications Canada Inc., toll-free, at 1-866-413-8829. About Tundra Tundra Semiconductor Corporation (TSX:TUN) supplies the world's leading communications, computing and storage companies with System Interconnect products, intellectual property (IP) and design services backed by world-class customer service and technical support. Tundra's track record of product leadership includes over a decade of bridges and switches enabling key industry standards: RapidIO(R), PCI, PCI-X, PCI Express(R), Power Architecture(TM) VME, HyperTransport(TM), Interlaken, and SPI4.2. Tundra's products deliver high functional quality and simplified board design and layout, with specific focus on system level signal integrity. Tundra's design services division, Silicon Logic Engineering, Inc., offers industry-leading ASIC and FPGA design services, semiconductor intellectual property and product development consulting. Tundra's technology connects critical components in high performance embedded systems around the world. For more information, please visit [ www.tundra.com ]. Caution Regarding Forward Looking Statements Certain statements in this news release regarding the proposed transaction between Tundra and IDT, the expected timetable for completing the transaction and any other statements regarding Tundra's future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively "forward-looking statements"). Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual events or results to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties' ability to consummate the transaction; the conditions to the completion of the transaction, including that the receipt of shareholder approval or court approval required for the transaction may not be obtained on the terms expected or on the anticipated schedule and the parties' ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction. Tundra assumes no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in the Circular and in Tundra's filings with the various provincial securities commissions which are available online at [ www.sedar.com ]. Forward looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of Tundra relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof. This news release and the information contained herein does not constitute an offer of securities for sale in the United Sates and securities may not be offered or sold in the United States absent registration or exemption from registration. Tundra and the Tundra logo are registered marks of Tundra Semiconductor Corporation in Canada, the United States, the European Union and the People's Republic of China. RapidIO is a trademark of the RapidIO Trade Association, Inc. The PowerPC name, the Power Architecture name, and the PowerPC logotype are trademarks of International Business Machines Corporation, used under license therefrom. Other registered and unregistered trademarks are the property of their respective owners. 

For further information: Tundra Media Contact: Keri Zeran, Director, Marketing Communications, (613) 697-6788, [ keri.zeran@tundra.com ]