GSI TECHNOLOGY INC GSIT

expiry = 2014-08-06...for Cash by GSI Technology, Inc. of Up to $25,000,000 of Shares of Its Common Stock at a Purchase Price Not Greater than $6.70 per Share nor Less than $6.50 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, AUGUST 6, 2014, UNLESS THE OFFER IS EXTENDED (SUCH TIME AND DATE, AS MAY BE EXTENDED, THE "EXPIRATION TIME"). GSI Technology, Inc., a Delaware corporation (the "Company," "GSI," "we," or "us"), invites its stockholders to tender shares of its common stoc...

listed = True...of the outstanding Shares without amending or extending the Offer. See Section 1. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 7. The Shares are listed and traded on The NASDAQ Global Select Market under the symbol "GSIT." On July 8, 2014, the last full trading day prior to the announcement and commencement of the Offer, the last reported sale price of the Shares was $5.80 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or p...

mechanism = DUTCH...various factors and information before approving the Offer, including, without limitation, other possible methods of repurchasing Shares, including in the open market or through a fixed price tender offer for the Shares, recent trends in the market regarding modified "Dutch auction" tender offers, trends in the equity market generally, stockholder input, and historical trading performance of our Shares, of the stock of comparable public companies and of related market indices. We believe that the modified "Dutch auction" tender offer set forth in this Offer to Purchase represents an efficient mechanism for the Comp...

mechanism = DUTCHEX-99.(A)(5)(III) 2 a14-15963_9ex99da5iii.htm EX-99.(A)(5)(III) Exhibit (a)(5)(iii) GSI Technology, Inc. Announces Preliminary Results of Modified Dutch Auction Tender Offer SUNNYVALE, CA — (Marketwired—August 7, 2014) — GSI Technology, Inc. (NASDAQ:GSIT) today announced the preliminary results of its modified “Dutch Auction” self-tender offer for the purchase of up to $25 million of its common stock, which expired at 5:00 p.m., New York City time, on Wednesday, August 6, 2014. Based on the prel...

mechanism = DUTCHEX-99.(A)(5)(IV) 2 a14-15963_10ex99da5iv.htm EX-99.(A)(5)(IV) Exhibit (a)(5)(iv) GSI Technology, Inc. Announces Final Results of Modified Dutch Auction Tender Offer SUNNYVALE, CA — (Marketwired—August 12, 2014) — GSI Technology, Inc. (NASDAQ: GSIT) today announced the final results of its modified “Dutch Auction” self-tender offer for the purchase of up to $25 million of its common stock, which expired at 5:00 p.m., New York City time, on Wednesday, August 6, 2014. GSI Technology has ac...

must_tender_all = True...r of Transmittal. Tendering stockholders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section captioned "Odd Lots" in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Shares....

price = USD 6.5-6.7...a modified "Dutch auction," which allows you to select the price (in increments of $0.10), within a price range specified by us, at which you are willing to sell your Shares. The price range for the Offer is $6.50 to $6.70 per Share. We will select the lowest purchase price, not greater than $6.70 per Share nor less than $6.50 per Share, that will allow us to purchase Shares having an aggregate purchase price of $25 million, based on the...

price = USD 6.5...the depositary for the tender offer, a total of 10,541,994 shares of GSI Technology’s common stock were properly tendered and not properly withdrawn at or below the expected final purchase price of $6.50 per share, including 273,613 shares that were tendered through notice of guaranteed delivery. In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, GSI Technology e...

price = USD 6.5...ch expired at 5:00 p.m., New York City time, on Wednesday, August 6, 2014. GSI Technology has accepted for purchase an aggregate of 3,846,153 shares of its common stock at a final purchase price of $6.50 per share, for an aggregate cost of approximately $25 million, excluding fees and expenses related to the tender offer. Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, a total o...

threshold = 100...ng provisions will apply to the greater amount. Odd Lots. For purposes of the Offer, the term "odd lots" means all Shares properly tendered at prices at or below the Final Purchase Price held by a stockholder who owns beneficially or of record an aggregate of fewer than 100 Shares, which we refer to as an "odd lot holder," and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all Shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above,...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 a2220606zex-99_a1i.htm EX-99.(A)(1)(I) QuickLinks -- Click here to rapidly navigate through this document Exhibit (a)(1)(i) Offer to Purchase for Cash by GSI Technology, Inc. of Up to $25,000,000 of Shares of Its Common Stock at a Purchase Price Not Greater than $6.70 per Share nor Less than $6.50 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, AUGUST 6, 2014, UNLESS THE OFFER IS EXTENDED (SUCH TIME AND DATE, AS MAY BE EXTE...

txn_type = TENDER_OFFEREX-99.(A)(5)(III) 2 a14-15963_9ex99da5iii.htm EX-99.(A)(5)(III) Exhibit (a)(5)(iii) GSI Technology, Inc. Announces Preliminary Results of Modified Dutch Auction Tender Offer SUNNYVALE, CA — (Marketwired—August 7, 2014) — GSI Technology, Inc. (NASDAQ:GSIT) today announced the preliminary results of its modified “Dutch Auction” self-tender offer for the purchase of up to $25 million of its common stock, which expired at 5:00 p.m., New York City time, on Wednesday, August 6, 2014. Based on the preliminary count...

txn_type = TENDER_OFFER...endered and not properly withdrawn at a price of $6.50 per share. Since the offer was oversubscribed, the number of shares that GSI Technology accepted for purchase from tendering stockholders was prorated, based upon the proration procedures described in the offer to purchase (other than shares tendered by “odd lot” holders, which were not subject to proration and were accepted in full). The aggregate number of shares purchased in the tender offer by GSI Technology represented approximately 14.0 percent of its issued and outstanding shares of common stock as of August 8, 2014. Following settlement of the tend...