M/A-COM Technology Solutions Holdings Inc. (MACOM), a leading supplier of high performance RF, microwave, and millimeter wave products, announced that it has successfully completed its previously announced tender offer to purchase all outstanding shares of common stock of Mindspeed Technologies Inc. (Mindspeed) for $5.05 per share in cash. The tender offer expired at 12:00 midnight, New York City time, on December 17, 2013. As such, MACOM intends to complete the acquisition of Mindspeed today through a merger under Section 251(h) of the Delaware General Corporation Law.
John Croteau, president and chief executive officer stated, “I am pleased to announce the successful completion of the Mindspeed tender. I believe the acquisition will firmly position MACOM as a leading global provider of high performance analog (HPA) solutions for high speed Networking as well as Enterprise applications. As foreshadowed in our November 5th announcement of the definitive agreement to acquire Mindspeed, yesterday Mindspeed announced a definitive agreement to divest its wireless business to Intel Corporation. We'll be squarely focused during the next 100 days on integration, realizing synergies and leveraging Mindspeed's high-growth, high-margin HPA portfolio to grow market share."
Based on information provided by Computershare Trust Company, N.A., the depositary for the tender offer, as of the expiration of the tender offer, approximately 30,773,328 shares were validly tendered and not withdrawn in the tender offer, representing approximately 70.1 percent of Mindspeed’s outstanding shares. Accordingly, the condition to the tender offer that there be validly tendered and not withdrawn at least a majority of Mindspeed’s outstanding shares has been satisfied. As a result, MACOM has accepted for payment in accordance with the terms of the tender offer all shares of Mindspeed common stock that were validly tendered and not withdrawn prior to expiration of the tender offer, and payment for such shares will be made promptly.
As a result of the completion of the merger intended to be completed today, all remaining eligible shares of Mindspeed common stock (other than (i) shares then held by MACOM, Mindspeed or their respective subsidiaries, (ii) shares that are held by any stockholders of Mindspeed who have properly demanded appraisal rights in connection with the Merger under Delaware law and (iii) shares of unvested restricted stock of Mindspeed assumed by MACOM in connection with the Merger) will be converted into the right to receive $5.05 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer. As a result of the merger, Mindspeed’s common stock will cease to be traded on the NASDAQ Global Market as of December 18, 2013 and will no longer be listed.