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Intersil Corp/DE – ‘PREM14A’ for 10/12/16

On:  Wednesday, 10/12/16, at 4:31pm ET   ·   For:  10/12/16   ·   Accession #:  1193125-16-736793   ·   File #:  0-29617

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/12/16  Intersil Corp/DE                  PREM14A    10/12/16    1:1.4M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Statement Pertaining to A Merger  HTML   1.04M 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

INTERSIL CORPORATION

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED OCTOBER 12, 2016

INTERSIL CORPORATION

1001 Murphy Ranch Road

Milpitas, CA 95035

[●], 2016

To the Stockholders of Intersil Corporation:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Intersil Corporation, a Delaware corporation (“Intersil,” the “Company,” “we,” “us,” or “our”), to be held on [●], 2016, at [●], Pacific time, at the headquarters of the Company at 1001 Murphy Ranch Road, Milpitas, California 95035.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated September 12, 2016, by and between Renesas Electronics Corporation, a Japanese corporation (“Parent” or “Renesas”), and the Company. Upon satisfaction or waiver of the conditions to the closing set forth in the Merger Agreement, Chapter One Company (“Merger Sub”), which was formed following the date of the Merger Agreement as a Delaware corporation and a direct wholly-owned subsidiary of Parent, will, at the closing, merge with and into the Company (the “Merger”), and the Company will become a direct wholly-owned subsidiary of Parent. At the Special Meeting, you will also be asked to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.

If the Merger is completed, you will be entitled to receive $22.50 in cash, without interest and less any applicable withholding taxes, for each share of the Company’s Class A common stock, $0.01 par value (“Common Stock”) that you own (unless you have properly exercised your appraisal rights).

The Board of Directors of the Company (the “Board”), after considering the factors more fully described in the enclosed proxy statement, has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to, and in the best interests of, the Company and its stockholders; and (2) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Board recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted.

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If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of the Company’s Common Stock.

If you have any questions or need assistance voting your shares, please contact our Proxy Solicitor:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll Free: (800) 347-6024

On behalf of the Board, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

Dr. Necip Sayiner President, Chief Executive Officer and Director

Milpitas, California

[●], 2016

The accompanying proxy statement is dated [●], 2016 and, together with the enclosed form of proxy card, is first being mailed to stockholders on or about [●], 2016.

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INTERSIL CORPORATION

1001 Murphy Ranch Road

Milpitas, CA 95035

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2016

Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Intersil Corporation, a Delaware corporation (“Intersil,” the “Company,” “we,” “us,” or “our”), will be held on [●], 2016, at [●], Pacific time, at the headquarters of the Company at 1001 Murphy Ranch Road, Milpitas, California 95035, for the following purposes:

1. To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated September 12, 2016, by and between Renesas Electronics Corporation, a Japanese corporation (“Parent” or “Renesas”), and the Company. Upon the satisfaction or waiver of the conditions to the closing set forth in the Merger Agreement, Chapter One Company (“Merger Sub”), which was formed following the date of the Merger Agreement as a Delaware corporation and a direct wholly-owned subsidiary of Parent, will, at the closing, merge with and into the Company (the “Merger”), and the Company will become a direct wholly-owned subsidiary of Parent;

2. To consider and vote on any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting;

3. To consider and vote on the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to the Company’s named executive officers in connection with the Merger; and

4. To transact any other business that may properly come before the Special Meeting or any adjournment, postponement or other delay of the Special Meeting.

Only stockholders of record as of the close of business on [●], 2016 are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Company’s Board of Directors (the “Board”) unanimously recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.

Whether or not you plan to attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

By the Order of the Board,

Dr. Necip Sayiner   President, Chief Executive Officer and Director

Milpitas, California

[●], 2016

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Dated: [●], 2016

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) ELECTRONICALLY OVER THE INTERNET OR BY TELEPHONE; OR (2) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, voting in person by ballot at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card; (2) grant your proxy electronically over the Internet or by telephone; or (3) attend the Special Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

We encourage you to read the accompanying proxy statement and its annexes, including all documents incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Common Stock, please contact our Proxy Solicitor:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll Free: (800) 347-6024

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption “Where You Can Find More Information.”

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions. If you hold your shares in “street name,” you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

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The Board recommends that you vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.

Under certain circumstances that are specified in the Merger Agreement, the Company will be required to pay Parent a termination fee upon the termination of the Merger Agreement; and under different specified circumstances, Parent will be required to pay the Company a termination fee upon the termination of the Merger Agreement. For more details see the section of this proxy statement captioned “The Merger Agreement — Termination Fees.”

If a quorum is present at the Special Meeting, the failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy electronically over the Internet or by telephone; or (3) vote in person by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

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The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy electronically over the Internet or by telephone; or (3) vote in person by ballot at the Special Meeting will not have any effect on the adjournment proposal or the non-binding, advisory vote on compensation proposal. If you hold your shares in “street name,” the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on the adjournment proposal and the non-binding, advisory vote on compensation proposal. Abstentions will have the same effect as a vote “AGAINST” the adjournment proposal and the non-binding, advisory vote on compensation proposal.

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If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Common Stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Common Stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone. Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting in person, you are strongly encouraged to vote your shares of Common Stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of Common Stock in person by ballot at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote in person by ballot, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

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If you hold your shares of Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

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A Non-U.S. Holder (as defined under the caption “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”) generally will not be subject to U.S. federal income tax with respect to the exchange of Common Stock for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States.

Because particular circumstances may differ, you should consult your own tax advisor to determine the U.S. federal income tax consequences relating to the Merger in light of your own particular circumstances and any consequences arising under federal non-income tax laws or the laws of any state, local or non-U.S. taxing jurisdiction. A more complete discussion of the material U.S. federal income tax consequences of the Merger is provided under the caption “The Merger — Material U.S. Federal Income Tax Consequences of the Merger.”

Each outstanding Company RSU Award that (i) is vested as of the Effective Time, (ii) is a Director RSU Award, or (iii) an Accelerated RSU Award, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the RSU Payment. With respect to each Company MSU Award (i) the Company will accelerate the conclusion of the on-going performance period to the last business day prior to the Closing Date (the “Measurement Date”) and will measure performance for each such Company MSU Award using actual performance as of the Measurement Date, and (ii) the holder of such Company MSU Award will be deemed, as of immediately prior to the Effective Time, to have earned and be fully vested in the number of shares of Common Stock earned based on such actual performance and the payout formula set forth in the applicable award agreement, and the shares of Common Stock earned in respect of each such Company RSU Award will be canceled and converted into the right to receive the RSU Payment.

Each outstanding Company RSU Award that (i) does not become vested by the Effective Time and that (ii) is not a Director RSU Award, an Accelerated RSU Award, or a Company MSU Award, will be canceled and converted into an adjusted award having the same terms and conditions as were in effect immediately prior to the Effective Time, including the same vesting schedule (including rights to acceleration of vesting and rights to post-termination vesting in connection with retirement eligibility), the same payment schedule (including any deferral election) and the right to receive dividend equivalents that accrued by the Effective Time, except that such adjusted award will be in the form of an unfunded, unsecured promise of Parent to deliver to the holder an amount in cash equal to the RSU Payment.

For more details on the treatment of Company Options and Company RSU Awards in the Merger please refer to the section captioned “The Merger — Treatment of Company Equity Awards.”

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Our directors and executive officers have informed us that they currently intend to vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or

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appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll Free: (800) 347-6024

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FORWARD-LOOKING STATEMENTS

Throughout this document pertaining to the Merger between the Company and Parent, the Company makes forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. You should not place undue reliance on these statements. These forward-looking statements include statements that reflect the current expectations, estimates, beliefs, assumptions, and projections of the Company’s senior management about future events with respect to the Company’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, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Although the Company believes the expectations reflected in any forward-looking statements are reasonable, they involve known and unknown risks and uncertainties, are not guarantees of future performance, and actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements and any or all of the Company’s forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its businesses or operations. Factors which could cause the Company’s actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: the ability of the Company and Parent to consummate the Merger in a timely manner or at all; satisfaction of the conditions precedent to consummation of the Merger, including the ability to secure regulatory approvals in a timely manner or at all, and approval by the Company’s stockholders; the possibility of litigation and other unknown liabilities; the Company’s and Parent’s ability to successfully integrate their operations, product lines, technology and employees and realize synergies and other benefits from the Merger transaction; the potential impact of the announcement or consummation of the Merger on the Company’s and Parent’s relationships with customers, suppliers and other third parties; and other risks described in the Company’s filings with the SEC. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K, and the Company’s more recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC (which you may obtain for free at the SEC’s website at http://www.sec.gov or on the Company’s website at http://ir.intersil.com). The Company can give no assurance that the conditions to the Merger will be satisfied. Except as required by applicable law, the Company cannot undertake any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. The Company does not intend, and assumes no obligation, to update any forward-looking statements.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting on [●], 2016, at [●], Pacific time, at the headquarters of the Company at 1001 Murphy Ranch Road, Milpitas, California 95035.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to (i) adopt the Merger Agreement, (ii) adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (iii) approve, by a non-binding, advisory vote, compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.

Board Recommendation

The Board, after considering various factors described under the caption “The Merger — Reasons for the Merger and Recommendation of the Board,” has unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to, and in the best interests of, the Company and its stockholders and (ii) adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. The Board unanimously recommends that you vote (x) “FOR” the adoption of the Merger Agreement; (y) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (z) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the special meeting will be available at our principal executive offices, located at 1001 Murphy Ranch Road, Milpitas, California 95035, during regular business hours for a period of no less than ten days before the Special Meeting and at the place of the Special Meeting during the meeting.

As of the Record Date, [●], 2016, there were [●] shares of our Common Stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority in voting power of the Common Stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the outstanding shares of Common Stock on the Record Date is required to adopt the Merger Agreement. Adoption of the Merger Agreement by the Company’s stockholders is a condition to the closing of the Merger.

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Approval of the proposal to adjourn the Special Meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter. Approval, by non-binding, advisory vote, of compensation that will or may become payable to the Company’s named executive officers in connection with the Merger requires the affirmative vote of a majority of the shares of stock having voting power present in person or represented by proxy at the Special Meeting and entitled to vote on the subject matter.

If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted “AGAINST” any proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and “AGAINST” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.

Each “broker non-vote” will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on (i) the proposal to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or (ii) the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to the Company’s named executive officers in connection with the Merger. A “broker non-vote” generally occurs when a bank, broker or other nominee holding shares on your behalf does not vote on a proposal because the bank, broker or other nominee has not received your voting instructions and lacks discretionary power to vote the shares. Under applicable stock exchange rules, as each of the proposals to be voted on at the Special Meeting is considered “non-routine,” brokers do not have discretion to vote on such proposals and as such, broker non-votes will not be included in the calculation of the number of shares of the Company’s Common Stock represented at the Special Meeting for purposes of determining whether a quorum is present.

Shares Held by the Company’s Directors and Executive Officers

As of September 30, 2016, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,478,486 shares of our Common Stock, representing approximately 1.1% of the shares of our Common Stock outstanding on such date. Our directors and executive officers have informed us that they currently intend to vote (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the non-binding, advisory proposal to approve compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.

Voting of Proxies

If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting in person. If you attend the Special Meeting and vote in person by ballot, your vote will revoke any previously submitted proxy.

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Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted (1) “FOR” adoption of the Merger Agreement; (2) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting; and (3) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or by telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the adjournment proposal or the compensation proposal.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting, in the absence of voting in person or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Solicitation of Proxies

The expense of soliciting proxies will be borne by the Company. The Company has retained D.F. King & Co., Inc., a proxy solicitation firm (the “Proxy Solicitor”), to solicit proxies in connection with the Special Meeting at a cost of approximately $13,500 plus expenses. We will also indemnify the Proxy Solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

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Adjournments or Postponements

Although it is not currently expected, the Special Meeting may be adjourned for the purpose of, among other things, soliciting additional proxies, by the vote of a majority of the shares of the Company’s Common Stock represented at the Special Meeting, whether or not a quorum is present. Any signed proxies received by us for which no voting instructions are provided on such matter will be voted “FOR” the proposal to adjourn the Special Meeting.

Appraisal Rights

If the Merger is completed, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262 of the DGCL. This means that stockholders are entitled, subject to the requirements set forth in the DGCL, to have their shares appraised by the Delaware Court of Chancery and to receive (a) payment in cash of the “fair value” of their shares of Common Stock (unless to the extent that the Company has made, at its sole discretion and before the entry of judgment, cash payments to one or more shareholders that are entitled to appraisal), exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with (b) interest to be paid on the amount determined by the court to be fair value, if any, less any payments that the Company has made before the entry of judgment to one or more shareholders that are entitled to appraisal, which payments can be made, and the amount of which can be determined at the Company’s sole discretion. Due to the complexity of the appraisal process, stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the Per Share Merger Consideration.

To exercise your appraisal rights, you must (i) deliver a written demand for appraisal to the Company before the vote is taken on the proposal to adopt the Merger Agreement; (ii) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (iii) continue to hold your shares of Common Stock of record through the Effective Time and (iv) file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the Effective Time. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The requirements set forth in the DGCL for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex C to this proxy statement. If you hold your shares of Common Stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on [●], 2016

The proxy statement is available at www.proxyvote.com.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

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If you would like to receive your own set of our disclosure documents in connection with the Special Meeting or this year’s or any future year’s annual meeting (if any), follow the instructions described below. Similarly, if you share an address with another stockholder and together both of you would like to receive only a single set of our disclosure documents, follow these instructions.

If you are a stockholder of record, you may contact us by writing to Intersil Corporation, 1001 Murphy Ranch Road, Milpitas, California 95035, Attention: Corporate Secretary. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Common Stock, please contact our Proxy Solicitor:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll Free: (800) 347-6024

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

We are asking you to adopt the Merger Agreement.

For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this proxy statement, including the information set forth in the sections captioned “The Merger” beginning on page 28 of this proxy statement and “The Merger Agreement” beginning on page 73 of this proxy statement. A copy of the Merger Agreement is attached to this proxy statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

Under applicable law, we cannot complete the Merger without the affirmative vote of a majority of the outstanding shares of the Company’s Common Stock voting in favor of the proposal to adopt the Merger Agreement. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your brokerage firm, bank, trust or other nominee, it will have the same effect as a vote against the proposal to adopt the Merger Agreement.

The Board unanimously recommends that you vote “FOR” this proposal.

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PROPOSAL 2: ADJOURNMENT OF THE SPECIAL MEETING

We are asking you to approve a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If stockholders approve the adjournment proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including proxies from stockholders that have previously returned properly executed proxies voting against adoption of the Merger Agreement. Among other things, approval of the adjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against adoption of the Merger Agreement such that the proposal to adopt the Merger Agreement would be defeated, we could adjourn the Special Meeting without a vote on the adoption of the Merger Agreement and seek to convince the holders of those shares to change their votes to votes in favor of adoption of the Merger Agreement. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.

The Board unanimously recommends that you vote “FOR” this proposal.

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PROPOSAL 3: ADVISORY, NON-BINDING VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS

The Company is providing its stockholders with the opportunity to cast a vote, on an advisory (non-binding) basis, to approve the compensation payments that will or may be paid by the Company to its named executive officers, as determined in accordance with Item 402(t) of Regulation S-K, in connection with the Merger as disclosed in the section of this proxy statement captioned “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Golden Parachute Compensation,” as required by Section 14A of the Exchange Act.

Through this proposal, we are asking our stockholders to indicate their approval, on an advisory (non-binding) basis, of the various change in control, equity acceleration and other payments that our named executive officers will or may be eligible to receive in connection with the Merger as described in the section captioned “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Golden Parachute Compensation,” including the table captioned “Quantification of Potential Payments and Benefits to Named Executive Officers in Connection with the Merger,” referred to above.

You should carefully review the “golden parachute” compensation information disclosed in the section of this proxy statement referred to above. The Board unanimously recommends that stockholders of the Company approve the following resolution at the Special Meeting:

“RESOLVED, that the stockholders of Intersil Corporation approve, solely on an advisory, non-binding basis, the ‘golden parachute’ compensation that will or may become payable to the Company’s named executive officers in connection with the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Golden Parachute Compensation,” including the table captioned “Quantification of Potential Payments and Benefits to Named Executive Officers in Connection with the Merger,” in the Company’s proxy statement for the Special Meeting.”

The vote on the merger-related compensation proposal is a vote separate and apart from the vote to adopt the Merger Agreement. Stockholders should note that this proposal is not a condition to completion of the Merger, and as an advisory vote, the result will not be binding on the Company, the Board or Parent. Further, the underlying plans, agreements and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated, the compensation payments that are contractually required to be paid by the Company to its named executive officers will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of our stockholders on the merger-related compensation proposal.

The Board unanimously recommends that you vote “FOR” this proposal.

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parties Involved in the Merger

Intersil Corporation

1001 Murphy Ranch Road

Milpitas, CA 95035

(408) 546-3399

The Company is a corporation organized under the laws of Delaware. We are a leading provider of innovative power management and precision analog semiconductor solutions. Our products form the building blocks of increasingly intelligent, mobile and power-hungry electronics, enabling advances in power management to improve efficiency and extend battery life. With a deep portfolio of intellectual property and a rich history of design and process innovation, we are the trusted partner to leading companies in some of the world’s largest markets, including industrial and infrastructure, mobile computing, automotive and aerospace.

The Company’s Class A common stock (referred to herein as “Common Stock”) is listed on NASDAQ under the symbol “ISIL.”

Renesas Electronics Corporation

Toyosu Foresia

3-2-24 Toyosu, Koto-ku

Tokyo 135-0061, Japan

+81 3-6773-3002

Parent is a corporation organized under the laws of Japan (kabushiki kaisha). Parent delivers trusted embedded design innovation with complete semiconductor solutions that enable billions of connected, intelligent devices to enhance the way people work and live — securely and safely. The number one global supplier of microcontrollers, and a leader in Analog & Power and SoC products, Parent provides the expertise, quality, and comprehensive solutions for a broad range of automotive, industrial, home electronics, office automation and information communication technology applications to help shape a limitless future.

Parent’s common stock is listed on the Tokyo Stock Exchange under code 6723.

Chapter One Company

Toyosu Foresia

3-2-24 Toyosu, Koto-ku

Tokyo 135-0061, Japan

+81 3-6773-3002

Merger Sub is a corporation organized under the laws of Delaware. Merger Sub is a direct wholly-owned subsidiary of Parent that was formed on September 16, 2016, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. It has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement.

Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Sub will merge with and into the Company, and the Company will continue as the Surviving Corporation and as

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a direct subsidiary of Parent. As a result of the Merger, the Company’s Common Stock will no longer be publicly traded and will be delisted from NASDAQ. In addition, the Company’s Common Stock will be deregistered under the Exchange Act, and the Company will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as the Company, Parent and Merger Sub may agree and specify in the certificate of Merger).

Effect on the Company if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, stockholders will not receive any payment for their shares of Common Stock. Instead, the Company will remain an independent public company, the Company’s Common Stock will continue to be listed and traded on NASDAQ and registered under the Exchange Act and the Company will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, we expect that management will operate the business in a manner similar to that in which it is being operated today and that stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which the Company operates and risks related to adverse economic or industry conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that caused the Merger not to be completed, the price of the Company’s Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Company’s Common Stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not completed, there can be no assurance as to the effect of these risks and opportunities or the future value of your shares of Common Stock. If the Merger is not completed, the Board will continue to evaluate and review the Company’s business operations, strategic direction and capitalization, among other things, and will make such changes as are deemed appropriate. If the Merger Agreement is not adopted by stockholders or if the Merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to the Board will be offered or that the Company’s business, prospects or results of operation will not be adversely impacted.

In addition, the Company will be required to pay to Parent a termination fee of $96,500,000 if the Merger Agreement is terminated under certain specified circumstances, and Parent will be required to pay to the Company a termination fee of $96,500,000 if the Merger Agreement is terminated under certain specified circumstances. For more information please see the section captioned “The Merger Agreement — Termination Fees.”

Merger Consideration

In the Merger, each outstanding share of Common Stock (other than Excluded Shares) will be converted into the right to receive the Per Share Merger Consideration. Under certain circumstances, the holders of Common Stock will receive from Parent or the Surviving Corporation a Final Quarterly Dividend, as described below in the section captioned “The Merger Agreement — Other Covenants — Final Quarterly Dividend.”

After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described below under the caption “The Merger — Appraisal Rights”).

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Background of the Merger

The Board and Intersil’s management team regularly review and assess Intersil’s business strategies and objectives, and the Board regularly reviews and discusses Intersil’s performance, risks and opportunities, all with the goal of enhancing stockholder value. The Board and Intersil’s management team regularly consider various strategic alternatives as part of these ongoing efforts, taking into account expected economic, competitive and other market conditions, including indications of interest from other companies and their representatives regarding possible strategic transactions.

On March 1, 2016, at the invitation of Hidetoshi Shibata, the chief financial officer of Renesas, Necip Sayiner, Intersil’s President and Chief Executive Officer, met with Mr. Shibata in Milpitas, California. At this meeting, Mr. Shibata raised the topic of a potential acquisition of Intersil by Renesas and inquired as to whether Mr. Sayiner believed the Board would be interested in such a transaction. Mr. Sayiner indicated that it would be up to the Board to consider any offer if one were received.

On March 16, 2016, Renesas delivered to Intersil a written, non-binding indication of interest regarding an all-cash acquisition of Intersil by Renesas, at a price in the range of $16.50 to $18.00 per share.

On March 24, 2016, Mr. Sayiner and Richard Crowley, Senior Vice President, Chief Financial Officer and Treasurer of Intersil, met with representatives of J.P. Morgan to discuss the potential retention of J.P. Morgan as Intersil’s financial advisor in evaluating the non-binding indication of interest from Renesas. J.P. Morgan was selected based on J.P. Morgan’s reputation as an independent financial advisor and J.P. Morgan’s experience as a financial advisor to companies in the semiconductor industry.

On April 6, 2016, the Board held a meeting to discuss Renesas’ non-binding indication of interest. A representative of J.P. Morgan attended the meeting. Also in attendance was Andrew Hughes, Vice President, General Counsel and Corporate Secretary of Intersil, who reviewed with the Board its fiduciary duties in the context of considering a potential sale of the company transaction, including with respect to evaluating and responding to Renesas’ non-binding indication of interest. The representative from J.P. Morgan then discussed the current semiconductor industry environment, as well as recent industry consolidation trends and the transaction metrics related to a number of recent transactions in the semiconductor industry. Mr. Sayiner then reviewed with the Board the current state of Intersil’s business and a preliminary internal management forecast for the business through 2017. The representative from J.P. Morgan then delivered a presentation to the Board, based on preliminary internal forecasts prepared by Intersil’s management, regarding various perspectives on Intersil’s valuation potential as a standalone entity, as well as a summary of those various perspectives, and compared those valuation perspectives to the price range included in Renesas’ indication of interest. The representative from J.P. Morgan also provided the Board with a description of Renesas’ history and its published strategic objectives. Following deliberations, the Board determined that a potential transaction with Renesas on the terms proposed was not in the best interests of Intersil stockholders given that, among other things, Intersil’s turnaround efforts and investments over the past several years were then nearing completion and given Intersil’s projection of performance over the next one to two years, the valuation suggested by Renesas was not compelling. The Board instructed Mr. Sayiner to convey this determination to Renesas but to otherwise maintain a channel of communication with Renesas. Mr. Sayiner indicated to the Board that he would endeavor to meet with Renesas’ management team during an upcoming trip to Tokyo, Japan.

On April 8, 2016, Mr. Sayiner informed Mr. Shibata that the Board had reviewed Renesas’ non-binding indication of interest and concluded that it represented insufficient value for Intersil.

On April 21, 2016, the Board held its regularly scheduled quarterly meeting. Representatives of J.P. Morgan attended the meeting and reviewed the general landscape for mergers and acquisitions in the semiconductor industry.

On May 5, 2016, the chief executive officer of a public strategic company referred to herein as Company A informed Mr. Sayiner that Company A intended to provide a non-binding indication of interest proposing an

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acquisition of Intersil to Mr. Sayiner later that day. Mr. Sayiner subsequently received Company A’s written non-binding indication of interest to acquire Intersil at a proposed all-cash purchase price of $15.30 per share.

On May 11, 2016, Mr. Sayiner informed Mr. Shibata that Mr. Sayiner planned to be in Tokyo during the week of May 23, 2016 and asked whether Mr. Shibata would be interested in meeting at that time. Mr. Shibata responded that he would be interested in such a meeting and arrangements were subsequently made to meet on May 24, 2016.

On May 18, 2016, the Board held a meeting to discuss Company A’s non-binding indication of interest. The Board discussed the valuation proposed by Company A and compared it to the value previously proposed by Renesas. The Board then rejected Company A’s offer for the same reasons the Board rejected the Renesas offer at its April 6 meeting. At the Board’s instruction, Mr. Sayiner conveyed the Board’s determination to Company A following the meeting.

On May 24, 2016, Mr. Sayiner met with Tetsuya Tsurumaru, the president and chief executive officer of Renesas at the time and Renesas’ current chairman, Bunsei Kure, an executive advisor to Renesas at the time and Renesas’ current president and chief executive officer, and Mr. Shibata in Tokyo, Japan. The parties discussed Renesas’ efforts to expand globally and Intersil’s recent turnaround initiatives and potential in the current semiconductor marketplace.

On June 2, 2016, Mr. Shibata contacted Mr. Sayiner as a follow-up to the meeting on May 24, 2016 to inquire further about the Board’s receptivity to a renewed offer by Renesas to acquire Intersil. Mr. Shibata indicated that any such renewed offer would contain a minimum all-cash purchase price of $20.00 per share for any potential acquisition of Intersil by Renesas.

On June 5, 2016, Company A’s chief executive officer contacted Mr. Sayiner to further discuss the Board’s rejection of Company A’s non-binding indication of interest. Mr. Sayiner explained that the Board had determined that Company A’s offer did not adequately value Intersil’s business and future potential, and that Intersil had also received an indication of interest with a proposed purchase price in excess of the price proposed by Company A. On June 7, 2016, Company A’s chief executive officer informed Mr. Sayiner that Company A was no longer interested in pursuing an acquisition of Intersil.

On June 10, 2016, Renesas delivered to Intersil a revised non-binding indication of interest regarding an all-cash acquisition of Intersil by Renesas at a price in the range of $20.00 to $21.50 per share.

On June 15, 2016, Donald Macleod, the Chairman of the Board, Mr. Sayiner, and Mr. Crowley spoke with Mr. Shibata in order for the Intersil management team to gain a better understanding of Renesas’ rationale for seeking an acquisition of Intersil and the strategic merits of the combined entity.

On June 20, 2016, the Board held a meeting to discuss Renesas’ revised non-binding indication of interest. Representatives of Intersil’s management and representatives of J.P. Morgan were present. Representatives of J.P. Morgan delivered to the Board an updated presentation, based on preliminary internal forecasts prepared by Intersil’s management, regarding various perspectives on Intersil’s valuation potential as a standalone entity. The Board discussed whether a proposed acquisition of Intersil by Renesas would require approval from CFIUS in light of the classified nature of certain Intersil products and operations, and the potential timing to obtain such approval. The Board then evaluated the significantly improved price in Renesas’ revised indication of interest and the report from those present at the June 15, 2016 meeting regarding Renesas’ rationale for seeking an acquisition of Intersil and the strategic merits of the combined entity. After deliberations, the Board concluded that Intersil should enter into further discussions with Renesas and provide additional information. On June 21, 2016, Mr. Sayiner contacted Renesas to propose an exploratory management meeting.

On June 22, 2016, Intersil entered into a formal written agreement to engage J.P. Morgan as its exclusive financial advisor in connection with a potential sale of Intersil.

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On June 26, 2016, Intersil sent Renesas its initial due diligence questions relating to CFIUS and any approvals that may be required by the Defense Security Service of the U.S. Department of Defense (“DSS”).

On July 1, 2016, Intersil and Renesas entered into a confidentiality and non-disclosure agreement with a standstill provision for the purpose of furthering transaction discussions. The terms of the standstill provided that it would no longer apply in the event Intersil entered into a definitive agreement relating to a change in control transaction.

Also on July 1, 2016, the chairman of the board of a public strategic company referred to herein as Company B contacted Mr. Sayiner to inquire whether Intersil would consider a proposal to be acquired by Company B. The chairman of the board informed Mr. Sayiner that he would send to Mr. Sayiner a valuation analysis and proposal. Mr. Sayiner responded that the Board would review and consider any such proposal when, and if, it was received.

On July 6 and 7, 2016, members of Intersil’s management held meetings with Renesas’ management team. During the meetings, the respective management teams discussed the companies’ businesses and prospects and the potential organizational structure of the combined entity, as well as potential synergies that may be achieved by combining the businesses. Representatives of J.P. Morgan and representatives of Renesas’ financial advisor, Merrill Lynch Japan Securities Co., Ltd. (referred to herein as “BofA Merrill Lynch”), attended the meetings.

On July 11, 2016, representatives of BofA Merrill Lynch informed representatives of J.P. Morgan that Renesas intended to submit a final proposal with respect to an acquisition of Intersil on July 21, 2016. On July 12, 2016, Intersil contacted Renesas to request that Renesas submit its revised proposal by July 20, 2016, the day before the Board’s next regularly scheduled quarterly meeting.

On July 17, 2016, representatives of the respective management teams of Intersil and Renesas and Renesas’ financial advisors had a financial due diligence discussion.

On July 19, 2016, Mr. Sayiner and Mr. Kure discussed the status of Renesas’ updated proposal to acquire Intersil. Renesas then delivered to Intersil a draft indication of interest that did not specify a purchase price. The following day, on July 20, 2016, Renesas delivered an indication of interest with a proposed all-cash purchase price of $21.00 per share.

On July 21, 2016, the Board held its regularly scheduled quarterly meeting. Representatives of J.P. Morgan and Jones Day, Intersil’s outside legal counsel in connection with the potential strategic transaction, participated. Mr. Sayiner updated the Board on discussions with Renesas since the Board’s last meeting. Mr. Sayiner also informed the Board of Mr. Sayiner’s discussion with Company B’s chairman of the board on July 1, 2016, and that no further communications had been received from Company B since that discussion. Mr. Sayiner then reviewed Intersil’s revenue forecast and non-GAAP profit-and-loss statement for the remainder of 2016 and 2017 and trends with respect to certain customers. Mr. Sayiner also reviewed with the Board certain Management Projections for 2016 through 2019. The Board reviewed and discussed the Management Projections presented by Mr. Sayiner and approved them for the purpose of internally analyzing proposals to acquire Intersil and approved the delivery of those projections to Renesas (and any other potential acquiror of Intersil) on a confidential basis. For a further discussion of the Management Projections see the section below captioned “— Management Projections”. The Board then discussed the next steps to be taken with respect to Renesas’ due diligence process, as well as what may be necessary to satisfy the requirements of CFIUS and DSS. Representatives of J.P. Morgan then reviewed with the Board an updated presentation regarding various perspectives on Intersil’s valuation potential as a standalone entity based on the Management Projections, as compared with Renesas’ revised indication of interest, while noting the terms of Renesas’ offer, including the implied price premiums and that approval from Renesas’ shareholders was not required for Renesas to consummate the proposed transaction. J.P. Morgan also reviewed the financial aspects of certain precedent transactions with the Board and compared them to the transaction proposed by Renesas. Representatives of J.P. Morgan then presented the Board with a list of

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certain other companies that J.P. Morgan believed could express an interest in acquiring Intersil and would have the ability to do so, based on such companies’ financial resources and potential strategic fit with Intersil. J.P. Morgan discussed the profile of each such company. At the request of the Board, the J.P. Morgan representatives then provided J.P. Morgan’s assessment for each such company of its likely level of interest in, and available resources for, a strategic transaction with Intersil. Representatives of J.P. Morgan then discussed potential alternatives for how and when a “market check” could be conducted if the Board determined to move forward with the proposed transaction with Renesas. A representative of Jones Day then reviewed with the Board its fiduciary duties if the Board were to determine to proceed with a potential sale of the company transaction. The Board engaged in a discussion of the transaction proposed by Renesas and perceived risks associated with Renesas’ proposal, including the potential delay and risk associated with CFIUS and DSS approvals. At the conclusion of this discussion, the Board determined that Renesas’ proposed purchase price would have to be higher in order for a transaction to supported by the Board. The Board instructed Mr. Sayiner to inform Renesas of its determination and instructed Intersil’s management to continue its discussions with Renesas. The Board also reviewed the information provided in the presentation made by J.P. Morgan, and discussed the other potential acquirors that J.P. Morgan should approach on behalf of Intersil as part of a competitive bidding process. The Board concluded that J.P. Morgan should approach Company A, Company B, and a public strategic company referred to herein as Company C.

Following the meeting, Mr. Sayiner contacted Mr. Shibata to inform him that the Board had discussed Renesas’ revised indication of interest and that J.P. Morgan would communicate the Board’s feedback on the revised indication of interest. Representatives of J.P. Morgan then informed Mr. Shibata that Renesas’ proposed purchase price would have to be higher in order for a transaction to be supported by the Board, but that the Board had determined to continue discussions with Renesas.

On July 22, 2016, representatives of J.P. Morgan contacted Company C to assess Company C’s possible interest in acquiring Intersil.

On July 25, 2016, Mr. Shibata informed Mr. Sayiner that the price of $21.00 per share reflected in Renesas’ July 20 indication of interest was the highest price that Renesas was willing to offer given the level of information that Intersil had provided to date. Mr. Sayiner responded that Intersil would proceed with additional diligence meetings on August 8 and 9, 2016 for the purpose of providing Renesas additional information upon which to base an increased offer. Mr. Sayiner and Mr. Shibata subsequently communicated to discuss the proposed diligence meetings.

Representatives of J.P. Morgan contacted Company B on July 25, 2016 to assess Company B’s interest in acquiring Intersil. Also on July 25, 2016, representatives of J.P. Morgan communicated with Company A’s financial advisor regarding Company A’s interest in acquiring Intersil, and Company A’s financial advisor subsequently delivered a due diligence request list to Intersil.

On July 26, 2016, Mr. Crowley and members of Renesas’ management team discussed potential operational synergies of the proposed business combination. Representatives of J.P. Morgan and BofA Merrill Lynch also participated in the meeting. Additional meetings to discuss potential operational synergies were conducted on July 28, 2016 and August 2 and 3, 2016, with representatives from Intersil, Renesas, J.P. Morgan and BofA Merrill Lynch participating in such meetings.

On July 28, 2016, Renesas requested additional due diligence information from Intersil relating to CFIUS and any approvals that may be required by DSS.

On August 1, 2016, Intersil provided Renesas and its advisors with access to a secure online dataroom.

On August 2, 2016, Intersil and Company B entered into a non-disclosure agreement with a standstill provision for the purpose of furthering transaction discussions. The terms of the standstill provided that it would no longer apply in the event Intersil entered into a definitive agreement relating to a change in control transaction.

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On August 4, 2016, Intersil’s management team delivered a management presentation regarding Intersil’s operations to Company B’s management. Representatives of J.P. Morgan attended the presentation.

On August 5, 2016, Intersil and Company A entered into a non-disclosure agreement with a standstill provision for the purpose of furthering transaction discussions. The terms of the standstill provided that it would no longer apply in the event Intersil entered into a definitive agreement relating to a change in control transaction. Later that day, Messrs. Sayiner and Crowley delivered a management presentation regarding Intersil’s operations to Company A’s management. Representatives of each of J.P. Morgan and Company A’s financial advisor attended the presentation.

On August 5, 2016, Intersil’s and Renesas’ respective management teams held due diligence meetings.

On August 8 and 9, 2016, Intersil’s and Renesas’ respective management teams held further due diligence meetings. Representatives of each of J.P. Morgan, Jones Day, BofA Merrill Lynch and Morrison & Forester (“MoFo”), Renesas’ outside legal counsel, attended the meetings.

On August 7, 2016, Company A informed Intersil that it would not provide any indication of interest prior to Company A’s regularly scheduled board meeting at the end of the following week. On August 12, 2016, Company A conveyed the same information to representatives of J.P. Morgan, and Company A’s financial advisor requested additional due diligence information from representatives of J.P. Morgan.

Also on August 7, 2016, Company B requested additional due diligence information from Intersil.

On August 8, 2016, Company B delivered to representatives of J.P. Morgan a non-binding indication of interest regarding an all-cash acquisition of Intersil by Company B at a price $20.00 per share. Company B also requested that Intersil enter into an exclusivity agreement.

On August 10, 2016, Renesas submitted a revised indication of interest increasing its proposed purchase price to $21.50 per share and stating that such price reflected Renesas’ best and final price. In addition, Renesas requested that Intersil enter into an exclusivity agreement.

Also on August 10, 2016, Company C informed representatives of J.P. Morgan that Company C was not interested in pursuing an acquisition of Intersil.

On August 12, 2016, Renesas delivered a draft exclusivity agreement to Intersil and again requested that Intersil enter into exclusivity.

On August 15, 2016, the Board held a meeting to discuss the status of indications of interest. Representatives of J.P. Morgan and Jones Day participated. Representatives of J.P. Morgan reviewed with the Board a presentation that discussed, among other things, a summary of the acquisition proposals from each of Renesas and Company B, and a summary of valuation perspectives comparing the offer price proposed by Renesas with the offer price proposed by Company B. After deliberations, the Board determined to proceed with Renesas’ due diligence review of Intersil and commence preparation and negotiation of a definitive transaction agreement with Renesas. The Board also concluded that Company B’s proposed purchase price of $20.00 per share was not competitive and that Company B would need to improve its proposal in order to continue discussions regarding a transaction with Intersil. The Board determined that Company A should be provided the additional due diligence information requested in order to facilitate Company A’s formulation of an acquisition proposal. Representatives of J.P. Morgan then discussed other potential acquirors of Intersil, based on market capitalization, cash position, leverage and synergy areas. After deliberations, the Board determined that at this time there were no other potential acquirors that would be suitable for the strategic review process. The Board then instructed J.P. Morgan to provide Company B with guidance that it should increase its offer price from $20.00 per share to a price at or near $23.00 per share. The Board instructed Intersil’s management that if

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Company B indicated it would consider increasing its offer price, Intersil’s management should conduct due diligence meetings with Company B’s management and provide access to a secure online dataroom to Company B and its advisors.

Following the meeting, Mr. Sayiner informed Renesas of the Board’s determination to not enter into exclusive negotiations with Renesas, but to instead continue with Renesas’ due diligence review and to negotiate the terms of a definitive agreement. In addition, Intersil provided supplemental due diligence information to Company A. Company A’s chief executive officer informed Mr. Sayiner that Company A’s board of directors would meet on August 18 and intended to deliver an indication of interest to Intersil on August 19.

On August 16, 2016, representatives of J.P. Morgan conveyed to Company B the Board’s determination that Company B would need to improve its proposal in order to continue discussions regarding a transaction with Intersil and that it should increase its offer price from $20.00 per share to a price at or near $23.00 per share. Company B’s chairman of the board informed representatives of J.P. Morgan on August 19, 2016, that Company B was willing to work towards submitting a revised offer with a higher price and that in order to do so Company B would need to conduct meetings with Intersil’s management team and receive additional due diligence information from Intersil.

On August 17, 2016, BofA Merrill Lynch, on behalf of Renesas, sent representatives of J.P. Morgan a draft merger agreement that had been prepared by MoFo. J.P. Morgan advised BofA Merrill Lynch that Jones Day was then preparing an initial draft merger agreement that would be provided to Renesas and its advisors in the following days.

On August 19, 2016, Company A sent Intersil a non-binding indication of interest regarding an all-cash acquisition of Intersil by Company A at a price in the range of $19.00 to $20.00 per share.

On August 21, 2016 (August 22, 2016 in Japan), the Japanese newspapers Nikkei and Yomiuri published reports that Renesas was engaged in negotiations to acquire Intersil. After the reports were published, Renesas issued a statement in Japanese that it continually explores opportunities to enhance stockholder value, including through organic and inorganic growth opportunities, and that, while Renesas evaluates many different opportunities, including the opportunity referenced in the newspaper reports, it is Renesas’ policy to not comment on any such opportunity unless and until a definitive decision has been reached. Renesas issued its statement in order to comply with disclosure rules of the Tokyo Stock Exchange. The Nikkei and Yomiuri reports was subsequently quoted in several media sources in the United States during the U.S. trading day of August 22, 2016. Intersil’s common stock traded on Nasdaq as high as $19.51 per share on August 22, 2016; the price of Intersil’s common stock on Nasdaq at the close of the immediately preceding trading day (August 19, the “Unaffected Date”) was $15.64 per share.

On August 22, 2016, in response to the media reports published on August 21 regarding a potential sale of Intersil to Renesas, a public strategic company referred to herein as Company D contacted representatives of J.P. Morgan regarding Company D’s interest in submitting a potential bid to acquire Intersil for around $20.00 per share in an all-cash transaction.

Later on August 22, 2016, the Board held a meeting to discuss the status of indications of interest and negotiations with potential bidders, including the inquiry made by Company D. Representatives of J.P. Morgan and Jones Day attended the meeting. Mr. Sayiner updated the Board on Renesas’ ongoing due diligence review and informed the Board that Jones Day had prepared a draft merger agreement for a potential transaction with Renesas. The Board instructed Jones Day to deliver the draft merger agreement to Renesas following the conclusion of the Board’s meeting. Mr. Sayiner then updated the Board on Intersil’s efforts in connection with DSS approvals that would be required for a potential transaction with Renesas in order to maintain Intersil’s facility security clearances and to continue its compliance with any related contracts. The Board then discussed CFIUS approval in any proposed transaction with Renesas and whether Renesas would commit to responding to

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and managing any requirements imposed by CFIUS and DSS on Intersil’s classified business operations. Mr. Sayiner also informed the Board that Renesas had requested that the parties commence negotiations with respect to the treatment of employee equity awards in the definitive transaction agreement and the treatment in the definitive transaction agreement of general employee compensation matters during the interim period between signing and closing and during the one-year period after the closing. Following deliberations, the Board instructed Mr. Sayiner to begin preliminary discussions with Renesas regarding such matters and to report back to the Board regarding any such discussions. Mr. Sayiner also updated the Board on the media reports published by Nikkei and Yomiuri and subsequently reported in the United States regarding a potential sale of Intersil to Renesas. Mr. Sayiner then updated the Board on discussions with Company A, including Company A’s August 19, 2016 indication of interest. After deliberations, the Board decided to cease providing additional due diligence materials to Company A until such time as Company A submitted a more competitive acquisition proposal. Mr. Sayiner then informed the Board that a management meeting with Company B would be held on August 23, 2016 and that representatives of J.P. Morgan had informed Company B that its August 8, 2016 indication of interest was not viewed as being competitive by the Board and that the Board would require a more competitive offer from Company B by August 26, 2016. The Board then instructed Intersil’s management to grant Company B access to a secure online dataroom for due diligence purposes and instructed Jones Day to deliver a draft merger agreement to Company B at the appropriate time. The Board also instructed representatives of J.P. Morgan to follow up with Company D regarding (i) whether Company D had a genuine interest in pursuing an acquisition of Intersil and whether Company D would be able to finance such an acquisition and (ii) the timeline on which Company D could proceed with pursuing an acquisition of Intersil.

Following the meeting, Jones Day, on behalf of Intersil, provided MoFo with a draft merger agreement, and Intersil provided Company B and its advisors with access to a secure online dataroom.

Later on August 22, 2016, Mr. Sayiner discussed a timeline for negotiating and finalizing a definitive transaction agreement with Mr. Shibata and other members of Renesas’ management team. In addition, Mr. Sayiner updated Renesas on the status of Intersil’s discussions with DSS and other applicable U.S. government agencies with respect to applicable U.S. national industrial security requirements as a result of a proposed acquisition of Intersil by Renesas, a foreign acquiror.

Also on August 22, 2016, representatives of J.P. Morgan informed Company A of the Board’s determination to cease providing additional due diligence materials to Company A until Company A had submitted a more competitive acquisition proposal.

On August 23, 2016, at the Board’s instruction, representatives of J.P. Morgan contacted Company D to discuss Company D’s interest in pursuing an acquisition of Intersil, whether Company D would be able to finance such an acquisition and the timeline on which Company D could proceed with such an acquisition. Company D followed up with representatives of J.P. Morgan on August 27, 2016, and informed them that Company D was not interested in pursuing further an acquisition of Intersil.

On August 23, 2016, in response to the media reports published on August 21 regarding a potential sale of Intersil to Renesas, a public strategic company referred to herein as Company E reached out to Mr. Macleod regarding a potential acquisition of Intersil. Mr. Macleod directed Company E’s communication to representatives of J.P. Morgan. On August 23, 2016, representatives of J.P. Morgan contacted Company E to discuss Company E’s possible interest in acquiring Intersil.

On August 23, 2016, Intersil’s management held meetings with Company B’s management. Representatives of J.P. Morgan attended the meetings.

On August 24, 2016, MoFo, on behalf of Renesas, sent to Jones Day a list of open issues on the initial draft merger agreement that Jones Day had earlier provided to MoFo.

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Separately on August 24, 2016, Renesas sent Mr. Sayiner a proposal regarding treatment of employee equity awards in the definitive transaction agreement and the treatment in the definitive transaction agreement of general employee compensation matters during the interim period between signing and closing and during the one-year period after the closing. Messrs. Sayiner and Hughes later discussed with Mr. Shibata and other members of Renesas’ management team the status of negotiations of the definitive transaction agreement, communications strategy in connection with the proposed acquisition and certain provisions of the draft merger agreement relating to CFIUS approval and any approvals required by DSS. Following that discussion, Mr. Sayiner and Mr. Shibata further discussed the treatment of employee equity awards in the definitive transaction agreement and the treatment in the definitive transaction agreement of general employee compensation matters during the interim period between signing and closing and during the one-year period after the closing.

On August 25, 2016, Mr. Sayiner sent to Renesas a counterproposal regarding Renesas’ proposed treatment of employee equity awards in the definitive transaction agreement and the treatment in the definitive transaction agreement of general employee compensation matters during the interim period between signing and closing and during the one-year period after the closing.

On August 26, 2016, Company B sent to Intersil a revised indication of interest to acquire Intersil at a proposed all-cash purchase price of $21.50 per share. The chairman of the board of Company B subsequently called Mr. Sayiner to discuss Company B’s offer and to convey Company B’s interest in the proposed transaction and the commitment of Company B’s management to complete a transaction between the parties.

On August 26, 2016, MoFo, on behalf of Renesas, sent to Jones Day a revised draft of the merger agreement.

On August 27, 2016, the Board held a meeting during which the Board was updated on the status of discussions and negotiations with Renesas and Company B by representatives of J.P. Morgan, Jones Day and Covington & Burling (“Covington”), Intersil’s outside legal counsel for matters relating to CFIUS and DSS in connection with a proposed transaction with Renesas. Representatives from Jones Day updated the Board on negotiations of the draft merger agreement with Renesas and provided an overview of the material outstanding issues in the draft merger agreement. Representatives of Jones Day and Covington reviewed the risks associated with the CFIUS approval process and discussed current negotiations with Renesas on that topic. Representatives of J.P. Morgan informed the Board that (i) Company A had not replied with a response since the prior Board meeting, (ii) based on J.P. Morgan’s discussion with Company D, Company D would not be pursuing an acquisition of Intersil, and (iii) Company E had made an unsolicited inquiry about acquiring Intersil. Representatives of J.P. Morgan then gave an overview of Company E and indicated that, in J.P. Morgan’s judgment, Company E would likely have difficulty obtaining financing for an acquisition of Intersil. The Board also discussed timing for the bidding process and the importance of ensuring that the process promoted the highest acquisition price. After deliberations, the Board determined that (i) the Board would not provide any party with exclusivity at that time, (ii) each of Renesas and Company B would be given a two-week timeframe to submit best and final bids and proposed merger agreements, (iii) a draft merger agreement would be sent to Company B for review and negotiation, and (iv) Renesas would be informed that there were other bidders seeking to acquire Intersil.

On August 28, 2016, J.P. Morgan, on behalf of Intersil, sent a draft merger agreement that had been prepared by Jones Day to Company B.

Later on August 28, 2016, Mr. Sayiner discussed with Mr. Shibata and certain other members of Renesas’ management team the status of the proposed transaction as well as matters relating to CFIUS approval and any approval required by DSS.

On August 29, 2016, representatives of Jones Day and MoFo, as well as internal legal counsel for Intersil and Renesas, discussed and negotiated the open points in MoFo’s revised draft of the merger agreement.

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On August 30, 2016, Mr. Shibata sent Mr. Sayiner a revised proposal regarding the treatment of employee equity awards in the definitive transaction agreement and the treatment in the definitive transaction agreement of general employee compensation matters during the interim period between signing and closing and during the one-year period after the closing.

On August 31, 2016, Company E contacted representatives of J.P. Morgan to further discuss a potential acquisition of Intersil and indicated that it would reach out to J.P. Morgan if it had any further interest in pursuing an acquisition of Intersil.

Also on August 31, 2016, Mr. Sayiner discussed with Mr. Kure the potential costs involved with implementing measures that may be required by CFIUS or DSS to mitigate ownership, influence or control by Renesas (as a foreign entity) over Intersil’s operations.

Subsequently on August 31, 2016, representatives of Covington, Jones Day, MoFo, J.P. Morgan and BofA Merrill Lynch, as well as members of Intersil’s and Renesas’ respective management teams, participated in a meeting during which Covington provided additional background information on the framework of the U.S. national industrial security requirements that would be applicable to an acquisition of Intersil by Renesas. Representatives of Covington and Jones Day conveyed Intersil’s position on the terms of the merger agreement related thereto, including a reverse termination fee payable to Intersil in the event the CFIUS approval was not obtained.

On September 2, 2016, the Board held a meeting during which the Board was updated on the status of discussions and negotiations with Renesas and Company B by representatives of J.P. Morgan and Jones Day. Representatives of J.P. Morgan informed the Board of their discussion with Company E on August 31, 2016. The Board then discussed Company E’s ability and interest to provide a competitive bid within the proposed timeframe and then determined, after deliberations, that Company E would be unable to do so. Representatives from Jones Day then provided an overview of the material outstanding issues in the draft merger agreement with Renesas, including with respect to regulatory filings, the conduct of Intersil’s business between signing and closing, CFIUS and DSS approvals and Renesas’ covenants related thereto, the payment by Renesas of a reverse termination fee in the event CFIUS approval is not obtained and the circumstances that would trigger such payment, the sizes of the termination fee payable by Intersil and the reverse termination fee payable by Renesas and Intersil’s remedies in the event of a breach of the merger agreement by Renesas.

On September 4, 2016, Intersil sent to Mr. Shibata an approximation of certain costs that could be involved with the implementation of certain CFIUS and DSS mitigation measures.

On September 6, 2016, Intersil, representatives from J.P. Morgan and Company B held meetings to discuss due diligence topics requested by Company B. Members of Intersil’s and Company B’s respective management teams subsequently discussed the provisions in the draft merger agreement relating to employee equity awards and employee benefit matters.

On September 7, 2016, representatives from J.P. Morgan and Jones Day, on behalf of Intersil, and representatives from BofA Merrill Lynch and MoFo, on behalf of Renesas, communicated several times to negotiate the remaining open issues in the merger agreement and to generally discuss the status and timing of the proposed transaction. Also on September 7, 2016, Mr. Sayiner spoke with Mr. Shibata regarding the remaining open issues in the merger agreement.

On September 8, 2016, MoFo, on behalf of Renesas, sent a revised draft of the merger agreement to Jones Day, and BofA Merrill Lynch, also on behalf of Renesas, sent a certification of its sources of available funds to J.P. Morgan.

On September 9, 2016, the Board held a meeting during which the Board was updated on the status of discussions and negotiations with Renesas and Company B by representatives of J.P. Morgan and Jones Day.

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Representatives of J.P. Morgan reported that J.P. Morgan had informed both Renesas and Company B that their respective best and final offers must be submitted to the Board by noon on Sunday, September 11, 2016, and that the Board would then select the winning bid on September 12, 2016. Representatives of J.P. Morgan reported to the Board that Renesas and Company B indicated that they both intended to aggressively pursue the acquisition and understood it to be a competitive bidding process. Representatives from Jones Day then provided an overview of the material outstanding issues in the draft merger agreement with Renesas, including with respect to regulatory filings, the conduct of Intersil’s business between signing and closing, CFIUS and DSS approvals and Renesas’ covenants related thereto, the payment by Renesas of a reverse termination fee in the event DSS approval is not obtained and the circumstances that would trigger such payment, and the sizes of the termination fee payable by Intersil and the reverse termination fee payable by Renesas. Mr. Sayiner then updated the Board on negotiations with Renesas regarding the proposed treatment of employee equity awards in the definitive transaction agreement and the treatment in the definitive transaction agreement of general employee compensation matters during the interim period between signing and closing and during the one-year period after the closing.

Later on September 9, 2016, Company B’s legal advisor sent a revised draft of the merger agreement to Jones Day.

On September 10, 2016, Jones Day and Company B’s outside legal counsel discussed Company B’s revised draft of the merger agreement. Following that call, Jones Day, on behalf of Intersil, sent a revised draft of the merger agreement to Company B’s outside legal counsel. Later that day, Jones Day and Company B’s outside legal counsel had another call to discuss and negotiate the open points in the merger agreement.

Also on September 10, 2016, Jones Day, on behalf of Intersil, sent a revised draft of the merger agreement with Renesas to MoFo.

On September 11, 2016, representatives of Intersil’s and Company B’s respective management teams, together with representatives of Jones Day and Company B’s outside legal counsel, participated in a meeting during which the parties discussed the proposed treatment of employee equity awards in the definitive transaction agreement and the treatment in the definitive transaction agreement of general employee compensation matters during the interim period between signing and closing and during the one-year period after the closing. Following that meeting, Company B’s outside legal counsel sent a revised draft of the merger agreement to Jones Day.

Later on September 11, 2016, Renesas sent J.P. Morgan its best and final offer for an acquisition of Intersil with an all-cash purchase price of $22.50 per share. Also on September 11, 2016, Company B’s outside legal counsel provided a financing commitment letter for the proposed transaction from a global financial institution. Later that day, Company B communicated to J.P. Morgan a revised all-cash purchase price of $20.50 per share. Company B’s outside legal counsel sent a further revised draft of the merger agreement to Jones Day. Later that night, Jones Day, on behalf of Intersil, sent a revised draft of the Renesas merger agreement to MoFo, and sent a revised draft of the Company B merger agreement to Company B’s outside legal counsel.

On September 12, 2016, the Board held a meeting. Representatives of Intersil’s management, J.P. Morgan, Jones Day and Covington participated. Representatives of Jones Day reviewed with the Board its fiduciary duties in the context of approving a potential sale of the company transaction. The Board reviewed the terms and conditions of the proposed transaction with Renesas. The Board discussed the terms of the Renesas merger agreement and determined that Renesas had satisfactorily addressed each of the matters related to the merger agreement that were previously raised by the Board, including covenants relating to CFIUS approval and any approval required by DSS. The Board determined that the Renesas offer provided greater value to Intersil stockholders and was superior to Company B’s offer. The Board, with the advice and assistance of representatives of J.P. Morgan, Jones Day, Covington and Intersil’s management, then evaluated and discussed the terms of the Renesas merger agreement and the transactions contemplated thereby. Following additional discussion by the Board, representatives of J.P. Morgan reviewed with the Board the financial analysis of J.P. Morgan of the Per Share Merger Consideration to be paid to Intersil stockholders in the proposed merger with

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Renesas. Following this presentation, J.P. Morgan rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion dated September 12, 2016, to the Board that, as of September 12, 2016 and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid to the holders of the Intersil common stock in the proposed merger with Renesas was fair, from a financial point of view, to such stockholders. The Board then reviewed the option of remaining independent, the process it went through to achieve the highest price for its stockholders in selling Intersil and the other factors deemed relevant by the Board, including the factors described below in the section captioned “— Reasons for the Merger and Recommendation of the Board.” After discussion and consideration of the financial and other information presented, the Board unanimously determined that the definitive merger agreement with Renesas, the performance by Intersil of its obligations thereunder and the consummation of the transactions contemplated thereby were advisable and fair to, and in the best interests of, Intersil and its stockholders.

On September 12, 2016, the merger agreement between Intersil and Renesas was executed and delivered by each of Intersil and Renesas. Shortly thereafter, Intersil and Renesas issued a joint press release announcing the execution of the definitive merger agreement.

Reasons for the Merger and Recommendation of the Board

At its meeting on September 12, 2016 held to evaluate the proposed Merger, the Board unanimously approved the Merger Agreement and determined that the terms of the Merger are fair to and in the best interests of Intersil’s stockholders. The Board unanimously recommends that Intersil stockholders vote:

The Board considered many factors in determining that the terms of the Merger are fair to and in the best interests of Intersil’s stockholders and unanimously recommending adoption of the Merger Agreement by Intersil stockholders. In arriving at its determination, the Board consulted with Intersil’s senior management, Intersil’s financial advisor, J.P. Morgan, and Intersil’s outside legal counsel, Jones Day and Covington, and reviewed and considered information and factors relevant to its strategic evaluation.

In furtherance thereof, the Board reviewed and considered, among other things, the following factors (not in any relative order of importance):

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The Board weighed these factors against other uncertainties, risks and potentially negative factors relevant to the Merger, including the following (not in any relative order of importance):

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The Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the benefits that the Board expects Intersil and Intersil stockholders would achieve as a result of the Merger.

This discussion of the information and factors considered by the Board includes the principal positive and negative factors considered by the Board, but is not intended to be exhaustive and may not include all of the factors considered by the Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger, and the complexity of these matters, the Board did not find it useful and did not attempt to quantify or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the Merger and to make its recommendations to the Intersil stockholders. Rather, the Board viewed its decisions as being based on the totality of the information presented to it and the factors it considered. In addition, individual members of the Board may have given differing weights to different factors. The explanation of the Board’s reasons for the proposed transactions and all other information in this section may be forward-looking in nature and therefore should be read in light of the factors discussed in the section entitled “Forward-Looking Statements” elsewhere in this proxy statement.

The Board unanimously recommends that you vote “FOR” the proposal to adopt the Merger Agreement, “FOR” the proposal to adjourn the Special Meeting to a later date or dates if necessary or

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appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting and “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.

Management Projections

In connection with the Merger, the Company’s management prepared certain unaudited financial projections for fiscal years 2016 through 2025 (the “Management Projections”). The Management Projections were prepared for internal use and provided to the Board for the purposes of considering, analyzing and evaluating the Company’s strategic and financial alternatives, including the Merger. The Management Projections were also provided to J.P. Morgan in connection with rendering its fairness opinion to the Board and in performing the related analyses. Certain of the Management Projections for 2016 through 2019, as set forth below, and certain historical financial information for the Company were also provided, on a confidential basis, to Renesas and certain other potential acquirors of the Company. In developing the Management Projections, the Company’s management made assumptions with respect to the Company’s performance, general business, economic, regulatory, litigation, geopolitical, market and financial conditions, as well as industry and Company specific factors such as supply and demand trends and the status of, and estimated revenues from, new products, all of which involve a high degree of uncertainty and are difficult to predict, and many of which are beyond the Company’s control. However, the Company is including in this proxy statement a summary of the Management Projections for the Company on a standalone basis, without giving effect to the Merger, to give the Company’s stockholders access to certain nonpublic information provided to the Board, the Company’s financial advisor and Renesas for purposes of considering and evaluating the Merger. The inclusion of the Management Projections should not be regarded as an indication that the Company, its Board or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and it should not be relied on as such. Additionally, the Management Projections were prepared solely in connection with the evaluation of the Merger and the Company’s strategic and financial alternatives, and therefore were not intended to, and do not, provide, update or revise any guidance with respect to future fiscal periods.

The following is a summary of the Management Projections.

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Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

Set forth below is a summary of reconciliations of the non-GAAP financial information provided in the Management Projections to the most comparable GAAP financial measures based on financial information available to, or projected by, the Company. The projected GAAP financial measures set forth below in the reconciliation tables were not provided to J.P. Morgan, Renesas or any other potential acquiror of the Company.

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The Management Projections are unaudited, should be read together with the historical financial statements of the Company, which have been filed with the SEC and incorporated in this proxy statement, and the other information regarding the Company contained elsewhere or incorporated into in this proxy statement. See the section of this proxy statement captioned “Where You Can Find More Information.” The Management Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Management Projections do not purport to present financial information in accordance with U.S. generally accepted accounting principles. KPMG LLP, the Company’s independent registered public accounting firm has not examined, compiled or otherwise applied or performed any procedures with respect to the Management Projections, nor has it expressed any opinion or given any form of assurance with respect to such information or their reasonableness, achievability or accuracy, and accordingly, such independent registered public accounting firm assumes no responsibility for them.

The Management Projections do not take into account the possible financial impact and other effects of the Merger on the Company and do not attempt to predict or suggest future results of the combined company. The Management Projections do not give effect to the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that have been and may be incurred in connection with consummating the Merger, the potential synergies that may be achieved by the combined company as a result of the Merger, the effect on the Company of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the Management Projections do not take into account the effect on the Company of any possible failure of the Merger to occur.

For the foregoing reasons, and considering that the Special Meeting will be held several months after the Management Projections were prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Management Projections set forth above. No one has made or makes any representation to any of the Company’s stockholders regarding the information included in the Management Projections, and the Company urges all stockholders of the Company to review its most recent SEC filings for a description of its reported financial results. See the section of this proxy statement captioned “Where You Can Find More Information.”

NONE OF THE COMPANY OR ITS AFFILIATES, ADVISORS, OFFICERS, DIRECTORS OR REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY STOCKHOLDER OR TO ANY OTHER PERSON REGARDING THE ULTIMATE PERFORMANCE OF THE COMPANY COMPARED TO THE INFORMATION CONTAINED IN THE MANAGEMENT PROJECTIONS OR THAT FORECASTED RESULTS WILL BE ACHIEVED, AND EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, NONE OF THEM INTEND TO UPDATE OR OTHERWISE REVISE OR RECONCILE THE MANAGEMENT PROJECTIONS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE SUCH PROJECTIONS WERE GENERATED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FORECASTS ARE SHOWN TO BE IN ERROR.

Fairness Opinion of J.P. Morgan Securities LLC

Pursuant to an engagement letter dated June 22, 2016, we retained J.P. Morgan as our financial advisor in connection with a possible acquisition of the Company and to deliver a fairness opinion in connection with the proposed Merger.

At the meeting of the Board on September 12, 2016, J.P. Morgan rendered its oral opinion to the Board that, as of September 12, 2016, and based upon and subject to the factors and assumptions set forth in its opinion, the

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Per Share Merger Consideration to be paid to the holders of shares of our Common Stock in the proposed Merger was fair, from a financial point of view, to such stockholders. J.P. Morgan has confirmed its September 12, 2016 oral opinion by delivering its written opinion to the Board, dated September 12, 2016 (the “Opinion”), that, as of such date, the Per Share Merger Consideration to be paid to the holders of shares of our Common Stock in the proposed Merger was fair, from a financial point of view, to such stockholders.

The full text of the Opinion, dated as of September 12, 2016, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken by J.P. Morgan in rendering the Opinion, is attached to this proxy statement as Annex B and is incorporated by reference in this proxy statement in its entirety. The summary of the Opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the Opinion. The Company’s stockholders are urged to read the Opinion carefully and in its entirety.

The Opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger and was directed only to the fairness, from a financial point of view, of the Per Share Merger Consideration to be paid to the holders of shares of our Common Stock in the proposed Merger as of the date of the Opinion and did not address any other aspects or implications of the Merger or related transactions. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed Merger. The issuance of the Opinion was approved by a fairness committee of J.P. Morgan. The summary of the Opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the Opinion. It was not intended to, and does not, constitute advice or a recommendation as to how our stockholders should vote with respect to the proposed Merger or any other matter.

In arriving at its Opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of the Company with respect to certain aspects of the Merger, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its Opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify (and did not assume responsibility or liability for independently verifying) any such information or its accuracy or completeness.

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J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company or Parent under any applicable laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the Merger and the other transactions contemplated by the Merger Agreement will be consummated as described in the Merger Agreement and this proxy statement, and that the definitive Merger Agreement would not differ in any material respect from the draft thereof dated September 12, 2016 provided to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by the Company and Parent in the Merger Agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the Merger.

The Opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such Opinion. The Opinion noted that subsequent developments may affect J.P. Morgan’s Opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such Opinion. The Opinion is limited to the fairness, from a financial point of view, of the Per Share Merger Consideration to be paid to the holders of the Company’s Common Stock in the proposed Merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to the holders of any other class of securities, creditors or other constituencies of the Company or the underlying decision by the Company to engage in the Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed Merger, or any class of such persons relative to the consideration in the proposed Merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which the Company’s Common Stock will trade at any future time.

The terms and conditions of the Merger Agreement and the Joinder Agreement were determined through arm’s length negotiations between the Company and Parent, and the decision to enter into the Merger Agreement was solely that of the Board. The Opinion and financial analyses were only one of the many factors considered by the Board in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Board or the Company’s management with respect to the proposed Merger or the consideration to be paid in the Merger.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Board on September 12, 2016. The following is a summary of the material analyses utilized by J.P. Morgan contained in the presentation delivered to the Board on September 12, 2016 in connection with the rendering of its Opinion and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

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Public Trading Multiples

Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to the Company. The companies selected by J.P. Morgan were as follows:

Large-cap peers:

Mid-cap peers:

These companies were selected, among other reasons, because they operate businesses that are in the same industry and, in certain cases, share certain operational and financial characteristics with the Company. However, none of the selected companies reviewed is identical to the Company and certain of these companies may have financial and operating characteristics that are materially different from that of the Company.

For each selected company, J.P. Morgan calculated the multiple of the closing price of its common stock on September 9, 2016 divided by the published equity research analyst estimates of earnings per share for calendar year 2017 (referred to in this section of this proxy statement as the “CY2017E P/E”). For the Company, J.P. Morgan calculated the CY2017E P/E based on the closing price of its Common Stock on August 19, 2016 (the “Unaffected Price”), the last full “unaffected” trading day prior to the publication of press reports regarding a potential sale of the Company.

The following table represents the results of this analysis:

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Based on the results of this analysis and other factors J.P. Morgan considered appropriate, J.P. Morgan selected a CY2017E P/E multiple reference range of 18.0x to 22.0x, and applied such reference range to the Company’s non-GAAP earnings per share estimate for calendar year 2017 provided by the management of the Company to J.P. Morgan. This resulted in an implied equity value range for the Company’s Common Stock of $16.25 to $19.75 per share (in each case, rounded to the nearest $0.25), compared to (i) the closing price of the Company’s Common Stock of $19.36 on September 9, 2016 (the last trading day prior to the announcement of the proposed Merger), (ii) the Unaffected Price of the Company’s Common Stock of $15.64 on August 19, 2016, and (iii) the Per Share Merger Consideration of $22.50 per share in cash pursuant to the Merger Agreement (excluding for this purpose any Final Quarterly Dividend).

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the implied fully diluted equity value per share for the Company’s Common Stock. Discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by the asset, and taking into consideration the time value of money with respect to those future cash flows by calculating their “present value.” “Unlevered free cash flows” refers to a calculation of the future cash flows of an asset without including in such calculation any debt servicing costs. “Present value” refers to the current value of the cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using an appropriate discount rate. “Terminal value” refers to the capitalized value of all cash flows from an asset for periods beyond the final projection period.

In performing this analysis, J.P. Morgan used the forecasted unlevered free cash flows that the Company is expected to generate during calendar years 2016 through 2025 based upon the projections provided by the management of the Company. Based on the management of the Company’s estimates of a 3.0% terminal value growth rate in the industry in which the Company operates in, J.P. Morgan also calculated a range of terminal values of the Company by applying terminal value growth rates ranging from 2.5% to 3.5% to the unlevered free cash flow of the Company during the terminal period. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 9.0% to 11.0%, which were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of the Company. The present values of the unlevered free cash flows and the range of terminal values were then adjusted for the Company’s net cash as of June 30, 2016. Based on the results of this analysis, J.P. Morgan arrived at a range of implied equity values for the Company’s Common Stock of between $16.00 and $22.25 per share (in each case, rounded to the nearest $0.25), compared to (i) the closing price of the Company’s Common Stock of $19.36 on September 9, 2016, (ii) the Unaffected Price of the Company’s Common Stock of $15.64 on August 19, 2016, and (iii) the Per Share Merger Consideration of $22.50 per share in cash pursuant to the Merger Agreement (excluding for this purpose any Final Quarterly Dividend).

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Selected Transaction Analysis

Using publicly available information, J.P. Morgan reviewed selected sale transactions involving companies engaged in businesses which J.P. Morgan judged to be sufficiently analogous to the business of the Company or aspects thereof. For each of the selected transactions, J.P. Morgan calculated the ratio of the transaction firm value (referred to in this section of this proxy statement as “FV”) of each target company as of the date of the applicable transaction announcement divided by the target company’s estimated earnings before interest, taxes, depreciation and amortization for the next 12-month period, based on published equity research analyst estimates (referred to in this section of this proxy statement as “NTM EBITDA”). Specifically, J.P. Morgan reviewed the following transactions:

Based on the results of this analysis and other factors J.P. Morgan considered appropriate, J.P. Morgan selected a FV/NTM EBITDA multiple reference range of 11.0x to 17.0x, and applied such reference range to the Company’s NTM EBITDA estimate provided by management of the Company to J.P. Morgan. This resulted in an implied equity value range for the Company’s Common Stock of $14.25 to $21.25 per share (in each case, rounded to the nearest $0.25), compared to (i) the closing price of the Company’s Common Stock of $19.36 on September 9, 2016, (ii) the Unaffected Price of Company’s Common Stock of $15.64 on August 19, 2016, and (iii) the Per Share Merger Consideration of $22.50 per share in cash pursuant to the Merger Agreement (excluding for this purpose any Final Quarterly Dividend).

Other Information

J.P. Morgan also reviewed and presented other information and noted that such analyses are not valuation methodologies but presented merely for reference purposes only.

J.P. Morgan noted that the 52-week trading range of the Company’s Common Stock ending on the Unaffected Date of August 19, 2016 ranged from a low of $9.96 to a high of $15.64 per share.

J.P. Morgan also noted price targets set by published research analysts for the Company’s Common Stock prior to the Unaffected Date of August 19, 2016 ranged from a low of $13.00 to a high of $19.00 per share.

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Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and the Opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of the Company. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its Opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its Opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its Opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to the Company, and none of the selected transactions reviewed was identical to the Merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the transactions compared to the Merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to a proposed transaction involving the Company and deliver a fairness opinion to the Board with respect to the Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

For services rendered in connection with the Merger and the delivery of the Opinion, the Company has agreed to pay J.P. Morgan a fee based on a percentage formula of the total transaction equity value which will be determined upon consummation of the Merger, but which is expected to be approximately $32 million, $3.0 million of which was payable upon the earlier of the public announcement of the proposed Merger or delivery by J.P. Morgan of the Opinion, and the remainder of which is payable contingent upon the consummation of the Merger. In addition, the Company has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of the Opinion, neither J.P. Morgan nor its affiliates have had any other material financial advisory or material commercial or investment banking relationships with the Company or Parent. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities of the Company or Parent for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of the Company and the Parent.

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Interests of the Company’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that the Company’s directors and executive officers may have interests in the Merger that are different from, or in addition to, those of the Company’s stockholders more generally. The Board was aware of these interests during its deliberations on the merits of the Merger and in deciding to recommend that Company stockholders vote to adopt the Merger Agreement.

As described further below, the interests of the Company’s non-employee directors and executive officers include the rights to:

Treatment of Company Options and Restricted Stock Units in the Merger

As described below in the section captioned “The Merger Agreement — Treatment of Company Equity Awards,” certain Company equity awards will become fully vested at the Effective Time and certain Company equity awards (e.g., those that do not become fully vested at the Effective Time) will be converted into adjusted awards, as described below.

At the Effective Time, each Company Option, whether or not vested, that is outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive a cash amount equal to the product of the number of shares of Common Stock subject to such Company Option, and the excess, if any, of the Per Share Merger Consideration over the applicable per share exercise price of such Company Option. Each Company Option that is outstanding and unexercised as of the Effective Time with a per share exercise price that is equal to or greater than the Per Share Merger Consideration, will, as of the Effective Time, be canceled without the payment of any consideration therefor.

Each outstanding Company RSU Award (or portion thereof) that (a) is vested as of the Effective Time, (b) is held by an individual serving as a non-employee director of the Company as of immediately prior to the Effective Time (each, a “Director RSU Award”), or (c)(i) was granted prior to 2017, (ii) is not treated as deferred

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compensation for purposes of Section 409A of the Code, and (iii) in the absence of the Merger, would not be scheduled to vest until (A) calendar year 2017, if the Effective Time occurs prior to April 1, 2017, and (B) calendar years 2019 and 2020 (each, an “Accelerated RSU Award”), will be canceled and converted into the right to receive an amount in cash, without interest, equal to the RSU Payment. With respect to each outstanding Company RSU Award (or portion thereof) that is subject to performance-based vesting that would otherwise remain subject to an on-going corporate performance period in the absence of the Merger (each, a “Company MSU Award”), the Company will accelerate the conclusion of the on-going performance period to the last business day prior to the Closing Date (the “Measurement Date”) and will measure performance for each such Company MSU Award using actual performance as of the Measurement Date, and the holder of such Company MSU Award will be deemed, as of immediately prior to the Effective Time, to have earned and be fully vested in the number of shares of Common Stock earned based on such actual performance and the payout formula set forth in the applicable award agreement, and the shares of Common Stock earned in respect of each such Company MSU Award will be canceled and converted into the right to receive the RSU Payment.

Each outstanding Company RSU Award that (i) does not become vested by the Effective Time and (ii) is not a Director RSU Award, an Accelerated RSU Award, or a Company MSU Award, will be canceled and converted into an adjusted award having the same terms and conditions as were in effect immediately prior to the Effective Time, including the same vesting schedule (including rights to acceleration of vesting and rights to post-termination vesting in connection with retirement eligibility), the same payment schedule (including any deferral election) and the right to receive dividend equivalents that accrued by the Effective Time, except that such adjusted award will be in the form of an unfunded, unsecured promise of Parent to deliver to the holder an amount in cash equal to the RSU Payment.

As described below under “— Change in Control Severance Benefits,” pursuant to the terms of the change in control severance benefits agreements with the Company’s current executive officers, outstanding and unvested Company equity awards, including the adjusted awards into which Company RSU Awards were converted at the Effective Time as described above, will vest in full upon a qualifying termination of employment on or within 12 months following the Effective Time.

For an estimate of the amounts that would become payable to each of the Company’s named executive officers in respect of their unvested equity awards, see the table below captioned “Quantification of Potential Payments and Benefits to Named Executive Officers in Connection with the Merger” under the section captioned “— Golden Parachute Compensation.” Based on the applicable assumptions set forth under the section captioned “— Golden Parachute Compensation,” including the applicable footnotes to the table captioned “Quantification of Potential Payments and Benefits to Named Executive Officers in Connection with the Merger,” as of September 30, 2016, the latest practicable date prior to the date of this proxy statement, (1) the estimated aggregate amount that would become payable to Sunil Gupta, who is an executive officer of the Company, but not a named executive officer, in respect of unvested equity awards that are subject to accelerated vesting, including double-trigger accelerated vesting as to 100% of his outstanding and unvested equity awards in connection with a qualifying termination on or immediately following the Effective Time, is $2,262,779 and (2) the estimated aggregate amount that would become payable to the Company’s non-employee directors in respect of unvested equity awards that are subject to accelerated vesting, is $2,245,774. For purposes of the value of outstanding and unvested Company MSU Awards held by Mr. Gupta that are entitled to vesting acceleration in connection with the Merger, the figure above was calculated assuming performance was achieved at target levels because actual performance is not determinable at this time. Assuming performance was achieved at maximum levels, the estimated incremental value in respect of the outstanding and unvested Company MSU Awards would be approximately $616,123.

Change in Control Severance Benefits

The Company has entered into change in control severance benefits agreements (“Executive Agreements”) with each of its current executive officers. The Executive Agreements provide for certain change in control

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severance benefits upon a qualifying termination of employment on or within 12 months following a “change in control” (as defined in the applicable agreements). The Merger would constitute a change in control under each of the Executive Agreements.

Under the Executive Agreements with the Company’s current executive officers, if an executive officer’s employment is “involuntarily terminated” (as defined in the applicable agreement) or if an executive officer resigns for “good reason” (as defined in the applicable agreement), in either case, on or during the 12 month period following a change in control, subject to the executive officer’s timely execution and non-revocation of a mutual release of claims and continued compliance with the applicable Executive Agreement, the executive officer would be entitled to the payments and benefits described below.

Mr. Sayiner will be entitled to the following payments and benefits:

All other current executive officers will be entitled to the following payments and benefits:

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For an estimate of the value of the severance payments and benefits due to each of the Company’s named executive officers upon a qualifying termination at or following the Effective Time, see the table titled “Quantification of Potential Payments and Benefits to Named Executive Officers in Connection with the Merger” under the section below captioned “— Golden Parachute Compensation.” Based on the assumptions described below under the section captioned “— Golden Parachute Compensation,” including the applicable footnotes to the table titled “Quantification of Potential Payments and Benefits to Named Executive Officers in Connection with the Merger,” the estimated aggregate value of the severance benefits payable upon a qualifying termination at or following the Effective Time to Mr. Gupta is $807,071.

Sections 280G and 4999 of the Code

None of the executive officers are entitled to any gross-up payments in respect of any excise taxes imposed on “excess parachute payments” under Sections 280G and 4999 of the Code. Rather, if any of the amounts provided for under the executive officer’s Executive Agreement or otherwise would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax imposed under Section 4999 of the Code, the executive officer would receive either the full amount of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to such excise tax, whichever results in the greater net-after-tax amount to such executive officer.

Indemnification and Insurance

From and after the Effective Time, the Company, Parent, and the Surviving Corporation will indemnify and hold harmless (a) all of our and our subsidiaries’ past and present directors, officers and employees and (b) each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request or for the benefit of the Company or any Company Subsidiary (collectively, together with such persons’ heirs, executors, administrators and assigns the “Covered Persons”), (i) against any costs and expenses, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened action or investigation, whether civil, criminal, administrative or investigative, arising out of acts or omissions occurring at or prior to the Effective Time and (ii) for acts or omissions occurring in connection with the process resulting in and the adoption and approval of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement.

In addition, from and after the Effective Time, the Company, Parent, and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any action or investigation with respect to the matters subject to indemnification described in the immediately preceding sentence in accordance with the procedures (if any) set forth (a) in the Company’s or any of its subsidiary’s certificate of incorporation or bylaws (or, to the extent applicable, other organizational or governance documents) and (b) in indemnification agreements, if any, in existence on the date of the Merger Agreement.

For not less than six years from and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation will contain provisions no less favorable with respect to exculpation, indemnification of and advancement of expenses to Covered Persons for periods at or prior to the Effective Time than are currently set forth in the Company’s certificate of incorporation and bylaws. If any action or investigation (whether arising before, at or after the Effective Time) is made against any Covered Person with respect to matters subject to indemnification under the Merger Agreement on or prior to the sixth anniversary of the Effective Time, the obligations described above will continue in effect until the final disposition of such action or investigation. Following the Effective Time, the indemnification agreements, if any, in existence on the date of the Merger Agreement with any of the directors, officers or employees of the Company or any of its subsidiaries will be assumed by the Surviving Corporation, and will continue in full force and effect in accordance with their terms.

The Merger Agreement also provides that for not less than six years from and after the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, maintain for the benefit of the

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Covered Persons, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than our and our subsidiaries’ existing policies relating to errors and omissions of directors and officers or, if substantially equivalent insurance coverage is unavailable, the best available coverage, provided that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the date of the Merger Agreement, but in such case shall purchase as much coverage as is available for such amount.

Under the Merger Agreement, prior to the Effective Time, the Company may purchase prepaid “tail” policies which provide the Covered Persons with coverage for an aggregate period of at least six years from and after the Effective Time with respect to claims arising from facts or events that occurred on or before the Effective Time, including the transactions contemplated in the Merger Agreement. If the Company obtains these prepaid policies, the Surviving Corporation will maintain such policies in full force and effect, and continue to honor the obligations thereunder.

Employee Benefits Following the Effective Time

The Merger Agreement provides that Parent will, or will cause the Surviving Corporation to, provide each employee of the Company or its subsidiaries who continues to be employed by Parent or the Surviving Corporation or any of their respective subsidiaries following the Effective Time with certain compensation and benefits during the period commencing at the Effective Time and ending on the first anniversary of the Effective Time, as described below in the section captioned “The Merger Agreement — Employee Benefits.”

Arrangements with Parent

As of the date of this proxy statement, none of our executive officers have entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to or following the closing of the Merger, certain of our executive officers may have discussions, or may enter into agreements with, Parent or Merger Sub or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

Golden Parachute Compensation

The information set forth in the table below titled “Quantification of Potential Payments and Benefits to Named Executive Officers in Connection with the Merger,” is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of the Company that is based on, or otherwise relates to, the Merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “— Interests of the Company’s Directors and Executive Officers in the Merger” above.

The amounts shown in the table below titled “Quantification of Potential Payments and Benefits to Named Executive Officers in Connection with the Merger,” are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and the footnotes accompanying the table, and do not reflect certain compensation actions that may occur before completion of the Merger, including certain compensation actions that the Company is permitted to take as described in the section below captioned “The Merger Agreement — Conduct of Business Pending the Merger.” As a result, the amount, if any, that a named executive officer actually receives in the Merger may materially differ from the amounts set forth in the table below. For purposes of calculating the amounts set forth in the table below, the following assumptions were used: