Skyworks and AnalogicTech amend merger agreement
The innovator of high reliability analogue and mixed signal semiconductors will acquire the outstanding shares of AnalogicTech for $5.80 per share in cash.
Skyworks Solutions intends to commence the tender offer to purchase Advanced Analogic Technologies, Inc. (AnalogicTech) within seven business days. The companies expect the transaction to be completed in January 2012.
AnalogicTech develops advanced semiconductor system solutions that play a key role in the continuing evolution of feature-rich, energy efficient electronic devices. The company focuses on addressing the application-specific power management needs of consumer devices such as mobile handsets, digital cameras, tablets, notebooks, TV and LCD displays as well as devices in a broad range of industrial, medical and telecom applications. AnalogicTech also licenses device, process, package, and application-related technologies.
Skyworks intends to finance the tender offer with cash in 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 capitalise 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.
Analogue 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 analogue 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.