Skyworks Solutions, Inc. (NASDAQ: SWKS), an innovator of high
performance analog semiconductors connecting people, places and
things, and PMC-Sierra, Inc. (PMC) (NASDAQ: PMCS), a semiconductor
and software solutions leader in storage, optical and mobile
networks, today announced that they have entered into an amended
and restated merger agreement under which Skyworks has agreed to
acquire PMC for $11.60 in cash per share of PMC common stock, an
increase from its previous agreement to acquire PMC for $10.50 in
cash per share of PMC common stock. The amended and restated merger
agreement also provides for an increase in the termination fee from
$70.0 million to $88.5 million. All other material terms of the
merger agreement previously announced on October 5, 2015, remain
substantially the same.
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Skyworks proposed the amended and restated merger agreement in
response to Microsemi Corporation’s proposal to acquire PMC for
$8.75 in cash and 0.0736 of a share of Microsemi common stock per
share of PMC common stock.
The boards of directors of Skyworks and PMC have each approved
the amended and restated merger agreement. PMC’s board of directors
has determined that as a result of the amended and restated merger
agreement with Skyworks, Microsemi’s proposal is not superior and
recommends the amended and restated merger agreement with Skyworks
to PMC stockholders.
As previously announced, Skyworks intends to fund the
acquisition with cash on hand from the combined companies and with
fully committed debt financing. The closing of the transaction is
not subject to financing conditions. The transaction is expected to
close in the first half of calendar 2016, subject to PMC
shareholder approval, receipt of regulatory approvals and other
customary closing conditions.
Important Additional Information Will Be Filed with the
SEC
PMC plans to file with the SEC and mail to its stockholders a
proxy statement in connection with the transaction. Additionally,
PMC will file other relevant materials with the SEC in connection
with the transaction. The proxy statement and other relevant
materials will contain important information about Skyworks, PMC,
the transaction and related matters. Investors and security holders
are urged to read the proxy statement and the other relevant
materials carefully when they become available before making any
voting or investment decision with respect to the proposed merger
because they will contain important information about the merger
and the parties to the merger.
Investors and security holders will be able to obtain free
copies of the proxy statement and relevant other documents filed
with the SEC by Skyworks and PMC through the website maintained by
the SEC at www.sec.gov.
In addition, investors and security holders will be able to
obtain free copies of the proxy statement and the other relevant
documents filed with the SEC by PMC from PMC by contacting Joel
Achramowicz at (408) 239-8630.
Skyworks and PMC, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the amended
and restated merger agreement. Information regarding Skyworks’
directors and executive officers is contained in Skyworks’ Form
10-K for the year ended October 3, 2014 and its proxy statement
dated April 8, 2015. Information regarding PMC’s directors and
executive officers is contained in PMC’s Form 10-K for the year
ended December 27, 2014 and its proxy statement dated March 20,
2015, which are filed with the SEC. Additional information
regarding the participants in the solicitation of proxies in
respect of the transactions contemplated by the amended and
restated merger agreement and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be
filed with the SEC when they become available.
About Skyworks
Skyworks Solutions, Inc. is empowering the wireless networking
revolution. Our highly innovative analog semiconductors are
connecting people, places and things spanning a number of new and
previously unimagined applications within the automotive,
broadband, cellular infrastructure, connected home, industrial,
medical, military, smartphone, tablet and wearable markets.
Headquartered in Woburn, Massachusetts, Skyworks is a global
company with engineering, marketing, operations, sales, and service
facilities located throughout Asia, Europe and North America. For
more information, please visit Skyworks’ website at:
www.skyworksinc.com.
About PMC
PMC is the semiconductor and software solutions innovator
transforming networks that connect, move and store big data.
Building on a track record of technology leadership, the company is
driving innovation across storage, optical and mobile networks.
PMC’s highly integrated solutions increase performance and enable
next-generation services to accelerate the network transformation.
For more information, please visit PMC’s website at:
www.pmcs.com.
Safe Harbor Statement
Certain statements made herein are “forward-looking statements”
intended to qualify for the safe harbor from liability established
by the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements include
without limitation information regarding the proposed transaction
between Skyworks and PMC, the expected timetable for completing the
transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined
company and any other statements about Skyworks or PMC managements’
future expectations, beliefs, goals, plans or prospects.
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 our future operating results,
financial position and cash flows.
These risks, uncertainties and other important factors include,
but are not limited to: the occurrence of any event, change or
other circumstances that could give rise to the termination of the
amended and restated merger agreement; the outcome of any legal
proceedings that could be instituted against PMC or its directors
or Skyworks related to the amended and restated merger agreement;
the inability to complete the merger due to the failure to obtain
stockholder approval for the merger or the failure to satisfy other
conditions to completion of the merger, including the receipt of
all regulatory approvals related to the merger; the failure of
Skyworks to obtain the necessary financing arrangements set forth
in the debt commitment letter delivered pursuant to the amended and
restated merger agreement; risks that the proposed transaction
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; the
effects of local and national economic, credit and capital market
conditions on the economy in general, and other risks and
uncertainties described herein, as well as those risks and
uncertainties discussed from time to time in our other reports and
other public filings with the SEC, including, but not limited to,
those detailed in Skyworks’ Annual Report on Form 10-K for the year
ended October 3, 2014 and its most recent quarterly report filed
with the SEC and in PMC’s Annual Report on Form 10-K for the year
ended December 27, 2014 and its most recent quarterly report filed
with the SEC. The forward-looking statements contained herein 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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version on businesswire.com: http://www.businesswire.com/news/home/20151030005240/en/
Skyworks Media Relations:Pilar Barrigas,
949-231-3061orSkyworks Investor Relations:Stephen Ferranti,
781-376-3056orPMC Media Relations:Kim Mason,
604-415-6239orPMC Investor Relations:Joel Achramowicz,
408-239-8630
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