News Article
Skyworks buys outstanding shares of Advanced Analogic Technologies
The AATI shares were bought for $5.80 per share, paid to the seller in cash, without interest and subject to any required withholdings of taxes
Skyworks' wholly-owned subsidiary, PowerCo Acquisition Corporation ("Offeror") has successfully completed the tender offer for all outstanding shares of common stock of Advanced Analogic Technologies Incorporated (AATI).
The offering period expired at 12:00 midnight, Eastern Standard Time, on Monday, January 9, 2012.
BNY Mellon Shareowner Services, the depositary for the tender offer, has indicated that since the offering period ended, a total of 42,861,222 shares of AATI’s common stock had been validly tendered and not withdrawn pursuant to the tender offer during the offering period (including 5,096,232 shares delivered pursuant to the guaranteed delivery procedures).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).
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. AATI’s common stock will cease to be traded on the NASDAQ Stock Market after the merger.
