Gennum Corp : Gennum Corporation Commences Delivery of Meeting Materials Following Receipt of Interim Court Order with Respect to Arrangement with Semtech Corporation

Feb 15, 2012

Gennum Corporation Commences Delivery of Meeting Materials Following Receipt of Interim Court Order with Respect to Arrangement with Semtech Corporation

BURLINGTON, ONTARIO, February 15, 2012 - Gennum Corporation ("Gennum" or the "Corporation") (TSX: GND) announced today that it has commenced the delivery of shareholder meeting materials in connection with its previously announced transaction pursuant to which a wholly-owned subsidiary of Semtech Corporation will acquire all of the outstanding common shares of Gennum by way of a plan of arrangement (the "Arrangement"). The Arrangement will be considered by Gennum shareholders at a special meeting scheduled to be held at 10:00 a.m., Toronto time, on March 14, 2012 (the "Meeting"). The shareholder meeting materials are being made available for review at www.sedar.com and on Gennum's website at www.gennum.com.

On February 13, 2012, Gennum obtained an interim order of the Ontario Superior Court of Justice under the Business Corporations Act (Ontario) to authorize the shareholder meeting process in connection with the Arrangement. The Arrangement is subject to, among other things, the approval of at least 66 2/3% of votes cast by Gennum shareholders represented in person or by proxy at the Meeting. Assuming that the Arrangement is approved at the Meeting, Gennum is currently scheduled to return to court on March 15, 2012 to seek a final order to implement the Arrangement. The closing of the Arrangement is subject to the satisfaction of certain other closing conditions customary in a transaction of this nature. Assuming that these conditions are satisfied, it is expected that the closing of the Arrangement will be completed prior to the end of March 2012.

About Gennum

Gennum designs, develops and markets semiconductor products and intellectual property (IP) cores for advanced consumer connectivity, enterprise, video broadcast and data communications applications. Gennum's products are designed to ensure that signals used to transmit video and data in applications such as networking, home entertainment and broadcasting maintain their original integrity, and to eliminate the potential for errors in sending and receiving information. Headquartered in Burlington, Canada, Gennum has design, research, development and sales offices in Canada, Germany, India, Japan, Mexico, Taiwan, the United States and the United Kingdom. For more information, visit www.gennum.com.

Caution Regarding Forward-Looking Statements

This press release contains "forward-looking statements" under Canadian securities laws. Forward-looking statements include, but are not limited to, statements with respect to the Arrangement referred to above, the receipt of all necessary approvals and the expected time of closing. These forward-looking statements are identified by the use of such terms and phrases as "intends," "goal," "estimate," "expect," "project," "plans," "anticipates," "should," "will," "designed to," "believe," and other similar expressions which generally identify forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results and events to differ materially from those projected. Important factors that could cause actual results to differ materially include, but are not limited to: the actual closing of the proposed Arrangement; the satisfaction or non-satisfaction as applicable of one or more conditions to the closing of the proposed Arrangement; delay of, or inability to receive, Gennum shareholders' approval or a final order of the Ontario Superior Court of Justice in respect of the Arrangement; the success of near and longer term integration efforts between the combined companies; unexpected acquisition-related costs and expenses, competitive changes in the market place applicable to the products of Gennum, including, but not limited to the pace of growth or adoption rates of applicable products or technologies, shifts in focus among target customers, and other comparable changes in projected or anticipated markets; the depth, extent and duration of current and anticipated worldwide economic uncertainty, at both a macro level, and as it impacts Gennum's historical products, industry, and market sector, as well as those of Gennum's following closing of the proposed Arrangement. Additionally, forward-looking statements should be considered in conjunction with the cautionary statements contained in the "Risks and Uncertainties" section in Gennum's most recent annual management's discussion and analysis and the "Risk Factors" section in Gennum's most recent annual information form, each as filed on SEDAR at www.sedar.com.

With respect to the forward-looking statements and information concerning the completion of the proposed Arrangement and the anticipated timing for completion of the proposed Arrangement, Gennum has provided such statements and information in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner, the necessary Ontario Superior Court of Justice and Gennum shareholders' approval, and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the proposed Arrangement. Readers are cautioned that the foregoing list of important factors and assumptions is not exhaustive. Forward-looking statements are not guarantees of future performance. In light of the significant uncertainties inherent in the forward-looking information included herein, any such forward-looking information should not be regarded as representations by Gennum that its objectives or plans will be achieved or that any of its operating expectations or financial forecasts will be realized. Investors are cautioned not to place undue reliance on any forward-looking information contained herein. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. In addition, these forward-looking statements relate to the date on which they are made. Gennum disclaims any intention or obligation to update or revise any forward-looking statements or the foregoing list of factors, whether as a result of new information, future events or otherwise, except to the extent required by law.

Gennum Investor Relations Contact

Gregory Miller
Senior Vice-President, Finance & Administration and Chief Financial Officer
Gennum Corporation
Tel: [phone] ext. 3060
Email: [e-mail]