Microchip Technology Announces MOFCOM Review of Its Acquisition of Microsemi Under Simplified Procedure
23 Abril 2018 - 9:30AM
(NASDAQ:MCHP) -- Microchip Technology Incorporated, a leading
provider of microcontroller, mixed-signal, analog and Flash-IP
solutions, today announced, that its notification to China’s
Ministry of Commerce (“MOFCOM”) pursuant to Article 23 of China’s
Antimonopoly Law in connection with its pending acquisition of
Microsemi Corporation (NASDAQ:MSCC), requesting review under
MOFCOM’s Simplified Procedure, was accepted for review by MOFCOM on
April 19, 2018. The completion of the merger is still subject to
obtaining antitrust clearances from MOFCOM, the Japan Fair Trade
Commission, Taiwan Fair Trade Commission, Philippine Competition
Commission, German Federal Cartel Office and Federal Competition
Authority in Austria, each of which continues to review the
transaction. Completion of the merger also remains subject to
certain other closing conditions, including approval by Microsemi
stockholders. The special meeting of Microsemi stockholders to
consider approval of the transaction is scheduled to be held on
May 22, 2018. Assuming the timely receipt of the
aforementioned regulatory approvals and the satisfaction of the
other closing conditions, Microchip anticipates that the merger
will be completed in June 2018.
Forward-Looking Statements
Certain statements in this release, including those relating to
obtaining antitrust clearances from MOFCOM, the Japan Fair Trade
Commission, Taiwan Fair Trade Commission, Philippine Competition
Commission, German Federal Cartel Office and Federal Competition
Authority in Austria, satisfaction of closing conditions, approval
by Microsemi stockholders, and the expected timing of completion of
the merger are forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements are subject to a number
of business, economic, legal and other risks that are inherently
uncertain and difficult to predict, including, but not limited to:
the actual timing of the closing of the acquisition, the
satisfaction of the conditions to closing in the acquisition
agreement (including obtaining regulatory clearance in China,
Japan, Taiwan, Philippines, Germany and Austria and the timing
thereof), any termination of the acquisition agreement, the costs
and outcome of any current or future litigation involving
Microchip, Microsemi or the acquisition transaction; and general
economic, industry or political conditions in the United States or
internationally. For a detailed discussion of these and other risk
factors, please refer to the SEC filings of Microchip and Microsemi
including those on Forms 10-K, 10-Q and 8-K.
You can obtain copies of such filings and other relevant
documents for free at Microchip's website (www.microchip.com), at
Microsemi’s website (www.microsemi.com) or the SEC's website
(www.sec.gov) (as applicable) or from commercial document retrieval
services.
Stockholders are cautioned not to place undue reliance on the
forward-looking statements in this press release, which speak only
as of the date such statements are made. Neither Microchip nor
Microsemi undertakes any obligation to publicly update any
forward-looking statements to reflect events, circumstances or new
information after this April 23, 2018 press release, or to reflect
the occurrence of unanticipated events.
Additional Information and Where to Find It
In connection with the transaction, Microsemi filed definitive
proxy materials with the SEC on April 19, 2018. Investors and
security holders are urged to read the definitive proxy statement
and any other relevant documents carefully in their entirety
because they contain important information about the transaction.
Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC at the SEC’s web
site at www.sec.gov.
Microchip, Microsemi and their directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the stockholders of Microsemi in connection with the
acquisition transaction. Information regarding the special
interests of these directors and executive officers in the
transaction is included in the definitive proxy statement described
above. Additional information regarding the directors and executive
officers of Microchip is also included in Microchip’s proxy
statement for its 2017 Annual Meeting of Stockholders, which was
filed with the SEC on July 13, 2017. Additional information
regarding the directors and executive officers of Microsemi is also
included in Microsemi’s proxy
statement for its 2018 Annual Meeting of Stockholders, which was
filed with the SEC on December 20, 2017. These documents are
available free of charge at the SEC’s web site at www.sec.gov.
About Microchip Technology
Microchip Technology Inc. (NASDAQ:MCHP) is a leading provider of
microcontroller, mixed-signal, analog and Flash-IP solutions,
providing low-risk product development, lower total system cost and
faster time to market for thousands of diverse customer
applications worldwide. Headquartered in Chandler, Arizona,
Microchip offers outstanding technical support along with
dependable delivery and quality. For more information, visit the
Microchip website at www.microchip.com.
About Microsemi
Microsemi Corporation (Nasdaq:MSCC) offers a comprehensive
portfolio of semiconductor and system solutions for aerospace &
defense, communications, data center and industrial markets.
Products include high-performance and radiation-hardened analog
mixed-signal integrated circuits, FPGAs, SoCs and ASICs; power
management products; timing and synchronization devices and precise
time solutions, setting the world's standard for time; voice
processing devices; RF solutions; discrete components; enterprise
storage and communication solutions, security technologies and
scalable anti-tamper products; Ethernet solutions;
Power-over-Ethernet ICs and midspans; as well as custom design
capabilities and services. Microsemi is headquartered in Aliso
Viejo, California, and has approximately 4,800 employees globally.
Learn more at www.microsemi.com.
Note: The Microchip name and logo are registered
trademarks of Microchip Technology Inc. in the USA and other
countries. All other trademarks mentioned herein are the property
of their respective companies.
INVESTOR RELATIONS CONTACT:
J. Eric Bjornholt – CFO(480) 792-7804
Microsemi (NASDAQ:MSCC)
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