Levi & Korsinsky is investigating the Board of Directors of Conexant Systems, Inc. (“Conexant” or the “Company”) (Nasdaq: CNXT) for possible breaches of fiduciary duty and other violations of state law in connection with the sale of the Company to Standard Microsystems Corporation (“SMSC”) (Nasdaq: SMSC). Under the terms of the transaction, Conexant shareholders will receive approximately $2.25 consisting of $1.125 cash and a fraction of stock for each of their shares. Specifically, Conexant shareholders will receive a fractional share of SMSC common stock based on an agreed upon exchange ratio calculated by dividing $1.125 by the volume weighted average price of SMSC common stock for the 20-day period ending two days before the deal closes, and will be at least 0.03489 but will in no event exceed 0.04264 shares of SMSC. Closing of the deal is expected to occur in the first half of 2011.
The investigation concerns whether the Conexant Board of Directors breached their fiduciary duties to Conexant stockholders by failing to adequately shop the Company before entering into this transaction, agreeing to a termination fee of $7.7 million should the transaction not be consummated, and whether SMSC is underpaying for Conexant shares, thus unlawfully harming Conexant stockholders. In particular, Conexant stock traded as high as $5.03 per share as recently as February 18, 2010.
If you own common stock in Conexant and wish to obtain additional information, please contact Joseph E. Levi, Esq. either via email at
or by telephone at (212) 363-7500, toll-free: (877) 363-5972, or visit
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