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Synaptics Inc reported in its Form 8-K that on November 7, 2013, Synaptics Incorporated, completed its acquisition of Validity Sensors, Inc., pursuant to the terms of an Agreement and Plan of Reorganization, dated as of October 9, 2013, by and among the Company, Itsme Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (Merger Sub I), Itsme Acquisition II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (Merger Sub II), Validity, and Shareholder Representative Services LLC. Pursuant to the terms of the Agreement, on the Closing Date, Merger Sub I merged with and into Validity, with Validity surviving as a wholly owned subsidiary of the Company and, as part of the same overall transaction, Validity, as the surviving entity of the first merger, merged with and into Merger Sub II, with Merger Sub II surviving the second merger as a wholly owned subsidiary of the Company (collectively Merger). The Company paid total consideration at the closing, including certain transaction expenses and retirement of certain outstanding indebtedness of Validity, of approximately $92.5 million. On the Closing Date, the amount of $13.4 million of the Base Merger Consideration was placed into escrow with a third party escrow agent for the satisfaction of indemnification and certain other obligations of the former stockholders of Validity under the Agreement.

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