Mindspeed Announces Definitive Agreement to be Acquired by MACOM for $5.05 per
NEWPORT BEACH, Calif., Nov. 5, 2013 (GLOBE NEWSWIRE) -- Mindspeed Technologies
(Nasdaq:MSPD), a leading supplier of semiconductor solutions for
communications infrastructure applications, today announced that it has
entered into a definitive agreement to be acquired by M/A-COM Technology
Solutions Holdings, Inc. (Nasdaq:MTSI), a leading supplier of high performance
RF, microwave, and millimeter wave products, for $5.05 per share in a cash
tender offer. This represents a premium of approximately 66% to the close of
$3.04 on November 4, 2013.
"After a thorough review of a wide range of alternatives by Mindspeed's Board
and management team, and spearheaded by Morgan Stanley, we are thrilled to be
joining forces with MACOM," said Raouf Y. Halim, Mindspeed's chief executive
officer. "The company shares our commitment to innovation, and the two
companies complement each other well, particularly within the high-performance
analog market segment. Together we will have the scale and resources to
deliver innovative technologies to our customers and drive growth, with a
larger portfolio of products and a global sales force."
"This transaction is a testimony to the dedication and excellent execution of
our employees over the past decade building our product platforms into
high-margin, profitable, and fast-growing businesses," continued Mr. Halim.
"We have created a broad portfolio of industry-leading SoC and
high-performance analog solutions across multiple wireline and wireless market
segments. This transaction affirms the tremendous value that our employees
have created, while at the same time delivering to Mindspeed shareholders an
immediate and attractive premium."
MACOM intends to commence a tender offer to purchase each outstanding common
share of Mindspeed for $5.05 in cash, without interest, and MACOM will assume
certain equity awards held by Mindspeed employees. The transaction value is
approximately $272 million in diluted equity value.The boards of both
companies have approved the transaction, which is subject to customary closing
conditions and regulatory approvals. Mindspeed currently expects the
transaction to close by the end of calendar year 2013.
Mindspeed is also in advanced discussions with a strategic acquirer of its
wireless business and expects to continue those efforts in the coming weeks.
The wireless sale process will not impact the closing of the MACOM transaction
described above, or the transaction consideration paid to Mindspeed
Further details of the transaction are set out in Mindspeed's Current Report
on Form 8-K filed with the Securities and Exchange Commission on November 5,
Morgan Stanley & Co. LLC acted as financial advisor and provided a fairness
opinion to the board of directors of Mindspeed.Wilson Sonsini Goodrich &
Rosati PC acted as legal counsel to Mindspeed. In addition, the board of
directors of Mindspeed received a fairness opinion from Needham & Company,
About Mindspeed Technologies
Mindspeed Technologies, Inc. (Nasdaq:MSPD) is a leading provider of network
infrastructure semiconductor solutions to the communications industry.The
company's low-power system-on-chip (SoC) products are helping to drive video,
voice and data applications in worldwide fiber-optic networks and enable
advanced processing for 3G and long-term evolution (LTE) mobile networks.The
company's high-performance analog products are used in a variety of optical,
enterprise, industrial and video transport systems.Mindspeed's products are
sold to original equipment manufacturers (OEMs) around the globe.
M/A-COM Technology Solutions Holdings, Inc. (www.macomtech.com) is a leading
supplier ofhigh performance RF, microwave, and millimeter wave products that
enablenext-generation internet and modern battlefield applications.
Recognized for its broad catalog portfolio of technologies and products,
MACOMserves diverse markets, including CATV, wireless and optical
communicationsinfrastructure, satellite, radar, automotive, industrial,
medical, andmobile devices. A pillar of the RF and microwave industry, we
thrive on more than 60 years of solving our customers' most complex problems.
Headquartered in Lowell, Massachusetts, MACOM is certified to the ISO9001
international quality standard and ISO14001 environmental management standard.
MACOM has design centers and sales offices throughout North America, Europe,
Asia and Australia.
MACOM, M/A-COM, M/A-COM Technology Solutions, M/A-COM Tech, Partners in RF &
Microwave, The First Name in Microwave and related logos are trademarks of
MACOM. All other trademarks are the property of their respective owners.
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on Mindspeed's
beliefs and assumptions and on information currently available to our
management. Forward-looking statements include, in addition to statements
relating to Mindspeed's business, financial results and prospects, statements
concerning the MACOM transaction, including those regarding the potential date
of closing of the acquisition; the potential for the divestiture of
Mindspeed's wireless business; potential benefits and synergies; and other
financial and business expectations. Forward-looking statements include all
statements that are not historical facts and generally may be identified by
terms such as "anticipates," "believes," "could," "estimates," "expects,"
"intends," "may," "plans," "potential," "predicts," "projects," "seeks,"
"should," "will," "would" or similar expressions and the negatives of those
Forward-looking statements contained in this press release reflect Mindspeed's
current views about future events and are subject to risks, uncertainties,
assumptions and changes in circumstances that may cause those events or our
actual activities or results to differ materially from those expressed in any
forward-looking statement. Although Mindspeed believes that the expectations
reflected in the forward-looking statements are reasonable, it cannot and does
not guarantee future events, results, actions, levels of activity, performance
or achievements. For example, there can be no assurances with respect to
either the closing of the MACOM transaction or a divestiture of Mindspeed's
wireless business. Readers are cautioned not to place undue reliance on these
forward-looking statements. A number of important factors could cause actual
results to differ materially from those indicated by the forward-looking
statements, including, among others, the potential that the tender offer will
not be successfully completed; the lack of a binding agreement with respect to
the divestiture of Mindspeed's wireless business to a proposed third party and
the risk that the divestiture may not be completed; matters arising in
connection with the parties' efforts to comply with and satisfy applicable
regulatory approvals and closing conditions relating to the transaction;
failure to achieve expected synergies and other anticipated benefits of the
transaction; and other risks and uncertainties generally affecting Mindspeed's
business, including fluctuations in our operating results and the potential
for future operating losses; loss of or diminished demand from one or more key
distributors; our ability to develop and introduce new products successfully;
pricing pressures; whether we continue to sustain losses and consume cash in
our operations; customer and employee uncertainty arising from the
announcement of the transaction with MACOM and the potential divestiture of
our wireless business; and the potential for intellectual property or other
litigation. Additional risks and uncertainties that could cause our actual
results to differ from those set forth in any forward-looking statements are
discussed in more detail under the caption "Risk Factors" in our Annual Report
on Form 10-K for the fiscal year ended September 28, 2012, our most recent
Quarterly Report on Form 10-Q, and our future filings with the Securities and
Notice to Investors
The tender offer for the outstanding shares of common stock of Mindspeed
described in this communication has not yet commenced. This press release is
for informational purposes only and is not an offer to purchase any shares of
Mindspeed or a solicitation of an offer to sell securities. At the time the
tender offer is commenced, MACOM will file a tender offer statement on
Schedule TO, including an offer to purchase, a letter of transmittal and
related documents, with the United States Securities and Exchange Commission
(the "SEC") and Mindspeed will file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC. The tender offer statement (including an offer to
purchase, a related letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information that
should be read carefully before any decision is made with respect to the
tender offer. Such materials will be made available to Mindspeed stockholders
at no expense to them. In addition, such materials (and all other offer
documents filed with the SEC) will be available at no charge on the SEC's
website at www.sec.gov.
CONTACT: Mindspeed Investor Relations Contact:
Mindspeed Technologies, Inc.
VP, Corporate Development and Investor Relations
Mindspeed Technologies, Inc. Company Logo
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