Filed by Genesis Microchip Incorporated Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Sage, Inc.
Commission File No.: 333-72202
This filing relates to a planned merger (the "Merger") between Genesis Microchip
Incorporated ("Genesis") and Sage, Inc. ("Sage") pursuant to the terms of an
Agreement and Plan of Merger and Reorganization, dated as of September 27, 2001
(the "Merger Agreement"), by and between Genesis and Sage. The Merger Agreement
is on file with the Securities and Exchange Commission as an exhibit to the
Registration Statement on Form S-4 filed by Genesis Microchip Inc. on October
25, 2001, and is incorporated by reference into this filing.
The following is a press release issued by Genesis on February 11, 2002:
Media Contact:
Robert Hunter
(905) 763-4261
rob@genesis-microchip.com
www.genesis-microchip.com
GENESIS MICROCHIP ANNOUNCES SHAREHOLDER APPROVAL
OF MERGER WITH SAGE
Change in Domicile to Delaware Approved
SAN JOSE, Calif. (Feb. 11, 2002) - Genesis Microchip Incorporated (Nasdaq:GNSS)
-- a pioneer in the development of display technologies -- announced today that
its shareholders approved the issuance of shares of Genesis Microchip common
stock to stockholders of Sage, Inc. (Nasdaq: SAGI) to complete Genesis
Microchip's acquisition of Sage.
Sage - a world leader in high-performance video processing
technologies -- announced today that its stockholders approved the proposed
merger with Genesis Microchip. Genesis Microchip will acquire all of Sage's
outstanding shares and Sage will thereby become a subsidiary of Genesis
Microchip. Each Sage common share will be exchanged for 0.571 of a share of
Genesis Microchip common stock.
Genesis Microchip shareholders also approved a change in the company's domicile
to Delaware from Nova Scotia, Canada. The change in domicile is a condition to
closing the merger with Sage. Completion of the merger remains conditional on
obtaining a final order from the Supreme Court of Nova Scotia for the change in
domicile and the satisfaction or waiver of other customary closing conditions. A
hearing before the Supreme Court of Nova Scotia is scheduled for Wednesday, Feb.
13, 2002, and closing is expected the following week.
About Genesis Microchip
Genesis Microchip is a leading supplier of cost-effective integrated circuits
and software solutions, enabling the convergence of Internet information and
video. Flat-panel displays, digital televisions, digital CRTs and consumer video
products all benefit from Genesis technology, which connects and formats any
kind of source content to be displayed with the highest image quality on any
type of display. "Genesis Display Perfection" components are used by all leading
brand-name monitor vendors. Founded in 1987, Genesis has offices in Silicon
Valley, California; Taipei, Taiwan; Toronto, Canada and Seoul, Korea. Further
information is available at www.genesis-microchip.com.
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About Sage
Headquartered in Milpitas, Calif., Sage, Inc. is a leading provider of digital
display processors, enabling superior picture quality for a variety of consumer
technology and PC-display products ranging from web appliances to TVs and flat
panel monitors. Leveraging Emmy award-winning Faroudja technology from its
acquisition of Faroudja Inc., Sage is developing products that bring the home
theater experience to the mass consumer and PC-display market through digitally
enhanced television, projection displays, DVD players and internet appliances.
Sage's systems-on-a-chip technology provides highly integrated mixed signal and
system functionality with higher picture quality than lower-quality processors
at a similar component cost. Sage's display processors, which include Faroudja
digital video processors, are used by world-renowned consumer electronics
manufacturers such as Compaq, Fujitsu, Hyundai, InFocus, LG, NEC, Samsung,
Sanyo, Sony and Toshiba. More information about Sage can be found on its web
site at www.sageinc.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the
Federal Securities laws, including statements about the timing of closing and
the merger of Genesis Microchip and Sage. The forward-looking statements are
subject to risks and uncertainties, including the possibility that the merger
may not close or that conditions to closing set forth in the merger agreement
between Genesis Microchip and Sage may not be satisfied or waived. Other risks
and uncertainties related to the merger, include those set forth in the
Registration Statement on Form S-4 (Registration No. 333-72202) filed by Genesis
Microchip with the Securities and Exchange Commission.
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Editor note:
--Genesis is a registered trademark of Genesis Microchip Inc.
--Genesis Display Perfection is a trademark of Genesis Microchip Inc.
Inquiries from Sage Shareholders:
Please contact Simon Westbrook (Sage Chief Financial Officer)
(408) 519-6924
Additional Information about the Merger and Where to Find It
Genesis and Sage have filed a registration statement, joint proxy
statement/prospectus and may file other relevant materials with the SEC in
connection with the Merger. The joint proxy statement/prospectus has been mailed
to the stockholders of Genesis and Sage. Investors and security holders of
Genesis and Sage are urged to read the joint proxy statement/prospectus and the
other relevant materials because they contain important information about
Genesis, Sage and the Merger. The joint proxy statement/prospectus and other
relevant materials (when they become available), and any other documents filed
by Genesis or Sage with the SEC, may be obtained free of charge at the SEC's web
site at www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents filed by Genesis with the SEC by contacting Genesis
Investor Relations, 2150 Gold Street, Alviso, CA 95002, (408) 262-6599.
Investors and security holders may obtain free copies of the documents filed by
Sage with the SEC by contacting Sage Investor Relations, 1601 McCarthy Blvd,
Milpitas, California 95030, (408) 383-5300. Investors and security holders are
urged to read the joint proxy statement/prospectus and the other relevant
materials before making any voting or investment decision with respect to the
Merger.
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