Skyworks Solutions, Inc. (“Skyworks”) (NASDAQ: SWKS) announced
today the successful completion of the tender offer by Skyworks’
wholly-owned subsidiary, PowerCo Acquisition Corp. (“Offeror”), for
all of the outstanding shares of common stock of Advanced Analogic
Technologies Incorporated (“AATI”) for $5.80 per share, paid to the
seller in cash, without interest and subject to any required
withholdings of taxes.
The offering period expired at 12:00 midnight, Eastern Standard
Time, at the end of Monday, January 9, 2012. BNY Mellon
Shareowner Services, the depositary for the tender offer, has
indicated that as of 12:00 midnight at the end of January 9,
2012, a total of 42,861,222 shares of AATI’s common stock had been
validly tendered and not withdrawn pursuant to the tender offer
during the offering period (including 5,096,232 shares delivered
pursuant to the guaranteed delivery procedures). Assuming all
shares tendered pursuant to guaranteed delivery procedures are
delivered, approximately 96.7% of all outstanding shares have been
tendered (the percentage is 85.2% if guaranteed delivery shares are
not taken into account).
Skyworks also announced that, to complete the acquisition of
100% of the common stock of AATI, Skyworks will effect, without
prior notice to, or any action by, any other AATI stockholder, a
short-form merger in which Offeror will merge with and into AATI,
with AATI surviving the merger and continuing as a wholly owned
subsidiary of Skyworks. To that end, Offeror has notified AATI of
its intent to exercise its option under the merger agreement to
purchase sufficient newly issued AATI shares to ensure ownership of
at least 90% of the outstanding AATI shares to complete the
short-form merger. In the merger, each of the remaining untendered
shares of AATI common stock (other than shares as to which
appraisal rights are properly demanded and perfected under Delaware
law, if any) will be converted into the right to receive the same
$5.80 per share, paid in cash, without interest and subject to any
required withholdings of taxes, as was paid to AATI stockholders
pursuant to the tender offer. Following the merger, instructions
will be mailed to those AATI stockholders who did not tender their
shares in the tender offer outlining the steps to be taken to
obtain the merger consideration. Subsequent to the merger, AATI’s
common stock will cease to be traded on the NASDAQ Stock
Market.
Questions and requests for assistance regarding the tender offer
may be directed to the Information Agent for the offer, MacKenzie
Partners, Inc., at (800) 322-2885 (Toll-Free).
About Skyworks
Skyworks Solutions, Inc. is an innovator of high reliability
analog and mixed signal semiconductors. Leveraging core
technologies, Skyworks offers diverse standard and custom linear
products supporting automotive, broadband, cellular infrastructure,
energy management, industrial, medical, military and mobile handset
applications. The Company’s portfolio includes amplifiers,
attenuators, detectors, diodes, directional couplers, front-end
modules, hybrids, infrastructure RF subsystems,
mixers/demodulators, optocouplers, optoisolators phase shifters,
PLLs/synthesizers/VCOs, power dividers/combiners, receivers,
switches and technical ceramics.
Headquartered in Woburn, Mass., Skyworks is worldwide with
engineering, manufacturing, sales and service facilities throughout
Asia, Europe and North America. For more information, please visit
Skyworks’s Web site at: www.skyworksinc.com.
Forward-Looking Statements
This news release includes “forward-looking statements”
regarding, without limitation, information relating to future
results and expectations of Skyworks (including without limitation
certain projections and business trends). Forward-looking
statements can often be identified by words such as “anticipates,”
“expects,” “forecasts,” “intends,” “believes,” “plans,” “may,”
“will,” or “continue,” and similar expressions and variations or
negatives of these words. All such statements are subject to
certain risks, uncertainties and other important factors that could
cause actual results to differ materially and adversely from those
projected, and may affect Skyworks’s future operating results,
financial position and cash flows.
Actual results and events in future periods may differ
materially from those expressed or implied by these forward-looking
statements because of a number of risks, uncertainties and other
factors. All statements other than statements of historical fact
are statements that could be deemed forward-looking statements,
including the expected benefits and costs of the transaction;
management plans relating to the transaction; the expected timing
of the completion of the transaction; the ability to complete the
transaction; any statements of the plans, strategies and objectives
of management for future operations, including the execution of
integration plans; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include the possibility that expected
benefits may not materialize as expected; that the transaction may
not be timely completed, if at all; that, prior to the completion
of the transaction, AnalogicTech’s business may experience
disruptions due to transaction-related uncertainty or other factors
making it more difficult to maintain relationships with employees,
customers or other business partners; that the parties are unable
to successfully implement integration strategies; and other risks
that are described in Skyworks’s SEC reports, including but not
limited to the risks described in Skyworks’s Annual Report on Form
10-K, as amended, for its fiscal year ended September 30, 2011
and subsequent Quarterly Reports on Form 10-Q, as well as the
tender offer documents filed by Skyworks and PowerCo Acquisition
Corp., a subsidiary of Skyworks, as amended.
These forward-looking statements are made only as of the date
hereof, and we undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise.
Note to Editors: Skyworks and Skyworks Solutions are trademarks
or registered trademarks of Skyworks Solutions, Inc. or its
subsidiaries in the United States and in other countries. All other
brands and names listed are trademarks of their respective
companies.
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