Cirrus Logic Agrees to Acquire Wolfson Microelectronics
Acquisition Expected to Strengthen Cirrus Logic’s Leadership Position in Audio
ICs and Software for Portable Audio Applications
AUSTIN, Texas & EDINGBURGH, Scotland -- April 29, 2014
Cirrus Logic, Inc. (NASDAQ: CRUS) and Wolfson Microelectronics plc (LSE: WLF
or WLF.L) today announced the terms of a recommended transaction under which
Cirrus Logic would acquire Wolfson at a price of £2.35 per share in cash,
implying an enterprise value of £278 million, or approximately $467 million.
The transaction, if approved, is expected to strengthen Cirrus Logic’s ability
to expand its customer base with highly differentiated, end-to-end audio
solutions for portable audio applications. The transaction will be financed by
a combination of existing cash on Cirrus Logic’s balance sheet and $225
million in debt funding.
“Wolfson has a rich history of audio innovation, a broad catalog of audio
products and a first class customer list,” said Jason Rhode, Cirrus Logic
President and Chief Executive Officer. “Thisacquisition strengthens Cirrus
Logic’s core business as a leader in audio signal processing components,
enhances our ability to differentiate our products with software, and adds new
product categories such as MEMS microphones to our portfolio.”
“The Board of Wolfson believes that this is an attractive offer for Wolfson
shareholders,” said Michael Ruettger, Chairman of the Board of Wolfson
Microelectronics. “We believe this reflects the hard work that Mike Hickey and
his team have put into building Wolfson as a leader in the supply of high
performance Audio Hubs and MEMS microphones to the consumer electronics
market. Together with Cirrus Logic, we believe this will create a powerful
platform for future growth, above and beyond our standalone potential.”
The acquisition is expected to be completed in the second half of 2014. Cirrus
Logic expects the acquisition to be accretive to non-GAAP earnings per share
in the first full quarter after the transaction closes (excluding the impact
of one-time integration and acquisition related costs).The transaction is
subject to regulatory approvals and the approval of Wolfson shareholders.
Additional details about the transaction are available at the Investor
Relations section of Cirrus Logic’s website at investor.cirrus.com.
Cirrus Logic will host a conference call today at 7:00 a.m. CDT / 1:00 p.m.
London time to discuss this announcement. Participants may listen to the
conference call on the Cirrus Logic investor relations website or by dialing
(253) 237-1153 or toll free at (877) 392-9886 (Access Code: 34114274).
A replay of the conference call will be available on the Cirrus Logic investor
relations website beginning approximately two hours following the completion
of the call, or by dialing (404) 537-3406 or toll free at (855) 859-2056
(Access Code: 34114274).
About Cirrus Logic, Inc.:
Cirrus Logic develops high-precision, analog and mixed-signal integrated
circuits for a broad range of innovative customers. Building on its diverse
analog and signal-processing patent portfolio, Cirrus Logic delivers highly
optimized products for a variety of audio and energy-related applications. The
company operates from headquarters in Austin, Texas, with offices in Phoenix,
Ariz., Europe, Japan and Asia. More information about Cirrus Logic is
available at www.cirrus.com.
About Wolfson Microelectronics plc:
Wolfson Microelectronics plc is a global leader in the supply of high
performance, mixed-signal semiconductor devices and audio solutions to the
consumer electronics market. In the home, in the office and on the move,
Wolfson’s innovative technology can be found at the heart of many of the
world’s leading digital consumer goods, including premier hi-fi equipment,
smartphones, mobile phones, tablet computers, MP3 players, televisions,
digital still cameras and gaming.
Wolfson’s headquarters are located in Edinburgh, UK. Wolfson’s customers are
located worldwide, and so is Wolfson, with design centers, sales offices,
applications teams and engineering expertise across Europe, the US, Australia
Cirrus Logic, Cirrus and the Cirrus Logic logo are registered trademarks of
Cirrus Logic, Inc. Other brand names or trademarks belong to their respective
holders. © 2014 Cirrus Logic, Inc. All rights reserved.
Except for historical information contained herein, this news release contains
forward-looking statements, including statements related to the recommended
transaction under which Cirrus Logic would acquire Wolfson (the
“Acquisition”), the anticipated closing of the Acquisition; the effect of the
Acquisition on our earnings per share; future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; business and
management strategies and the expansion and growth of Cirrus Logic’s or
Wolfson’s operations and potential synergies resulting from the Acquisition;
and the effects of government regulation on Cirrus Logic’s or Wolfson’s
business. In some cases, forward-looking statements are identified by words
such as “expect,” “anticipate,” “target,” “project,” “believe,” “goals,”
“opportunity,” “estimates,” “intend,” and variations of these types of words
and similar expressions. In addition, any statements that refer to our plans,
expectations, strategies or other characterizations of future events or
circumstances are forward-looking statements. These forward-looking statements
are based on our current expectations, estimates and assumptions and are
subject to certain risks and uncertainties that could cause actual results to
differ materially. These risks and uncertainties include, but are not limited
to, the risk of failing to complete the Acquisition and the risk of failing to
successfully integrate Wolfson into the business and operations of Cirrus
Logic following the Acquisition; and the risk factors listed in our Form 10-K
for the year ended March 30, 2013, and in our other filings with the
Securities and Exchange Commission, which are available at www.sec.gov. The
foregoing information is as of the date of this news release, and we undertake
no obligation to update or revise any forward-looking statements, whether as a
result of new developments or otherwise.
No Offer or Solicitation
This news release is not intended to and does not constitute or form part of
an offer or invitation to purchase or otherwise acquire any securities or the
solicitation of any vote or approval in any jurisdiction in contravention of
Cirrus Logic, Inc.
Bill Schnell, 512-851-4084
Strategic Communications, Inc.
Angie Hatfield, 425-941-2895
Helen Ridgway, +(44) 07711 837 345
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