Skyworks Solutions and Advanced Analogic Technologies Announce Amended Merger Agreement
Skyworks to acquire AnalogicTech for $5.80 per share in cash; tender offer to be commenced within seven business days. Transaction expected to be completed in January 2012.
WOBURN, Mass. & SANTA CLARA, Calif.--(BUSINESS WIRE)--Nov. 30, 2011-- Skyworks Solutions, Inc. (“Skyworks”) (NASDAQ: SWKS) and Advanced Analogic Technologies, Inc. (“AnalogicTech”) (NASDAQ: AATI) today announced that the two companies have amended their previously announced merger agreement. Under the terms of the revised merger agreement, Skyworks will acquire all of the outstanding shares of AnalogicTech for $5.80 per share in cash through a tender offer that Skyworks intends to commence within seven business days. The companies expect the transaction to be completed in January 2012.
Skyworks intends to finance the tender offer with cash on hand. The tender offer will not be subject to financing and, among other things, will be conditioned upon a majority of the shares of AnalogicTech common stock outstanding being tendered and no injunctions being issued prohibiting the offer or the merger. AATI has addressed and satisfactorily clarified all issues previously raised by Skyworks. As part of the settlement, the companies have agreed to voluntarily dismiss the claims asserted against each other in the Delaware Chancery Court. Skyworks and AnalogicTech have mutually determined that their respective claims were insignificant in light of the overall value of the transaction.
“Skyworks is pleased to have reached this agreement with AnalogicTech and to be moving forward together,” said David J. Aldrich, president and chief executive officer of Skyworks. “We believe this transaction will enable Skyworks to further capitalize on our strong smart phone, tablet, set-top box and infrastructure positions with an expanded and differentiated product portfolio while accelerating our entry into new vertical markets. Analog power management semiconductors represent a strategic growth market for Skyworks as our customers increasingly demand both ubiquitous wireless connectivity and power optimization across seemingly every kind of electronic platform. With AnalogicTech, Skyworks will be well positioned to address these twin market opportunities by leveraging our broad customer relationships and innovative product portfolios, and increasing operational scale.”
“We believe the revised agreement with Skyworks provides AnalogicTech stockholders with immediate value and certainty for their investment in the Company, while providing important benefits to AnalogicTech’s employees and customers,” said Richard K. Williams, president, chief executive officer and chief technical officer of Advanced Analogic Technologies. “We share Skyworks’ vision of the enormity and growth potential of the analog semiconductor market and continue to believe that together, we can better address customers’ demand for highly integrated power management solutions across a broader range of markets and applications. We look forward to closing this transaction quickly and are committed to ensuring a smooth transition.”
Skyworks noted that the Registration Statement on Form S-4 that had been previously filed with the U.S. Securities and Exchange Commission (SEC) on June 17, 2011, and withdrawn on November 3, 2011 will not be resubmitted for filing.
Skyworks expects the transaction to be earnings accretive in FY12 post synergies and will provide more information during its first fiscal quarter 2012 earnings conference call to be held in January 2012.
In light of the revised merger agreement, AnalogicTech’s Annual Meeting of Stockholders, that was previously scheduled to be held on December 16, 2011, has been postponed until further such notice.
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