Zarlink Semiconductor Inc. Shareholders and Debentureholders Reminded to Tender to Microsemi Corp.'s Premium Offers
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ALISO VIEJO, CALIFORNIA, Oct 11 (MARKET WIRE) --
Microsemi Corporation (NASDAQ:MSCC), a leading provider of semiconductor
solutions differentiated by power, security, reliability and performance,
and Zarlink Semiconductor Inc. (TSX:ZL) today reminded Zarlink
shareholders and debentureholders to tender their shares and debentures
to Microsemi's offers to acquire all of the outstanding common shares and
debentures of Zarlink for CAD$3.98 per share and CAD$1,624.49 per
CAD$1,000 principal amount of debentures, respectively, before the offers
expire at 5 p.m. (Toronto Time) on Wednesday, Oct. 12, 2011.
The offers represent a 67 percent premium over the closing price of the
shares on the TSX and a 48 percent premium over the closing price of the
debentures on the TSX on July 19, 2011, the day prior to the initial
public announcement of Microsemi's proposal to acquire Zarlink. The
consideration under the offers represents a 15 percent premium to the
closing price of the shares on the TSX and a 15 percent premium to the
closing price of the debentures on the TSX on Sept. 21, 2011, the last
trading day prior to the public announcement of Microsemi's amended
offers.
The Board of Directors of Zarlink, after receiving fairness opinions from
its financial advisors, RBC Capital Markets and Canaccord Genuity Corp,
has unanimously determined that the offers are fair to its shareholders
and debentureholders, that it is in the best interests of Zarlink to
support and facilitate the offers, and has approved the offers and
recommends that Zarlink shareholders and debentureholders tender their
shares and debentures to the amended offers.
How to Tender Shares to the Offers
A decision to tender requires action to be taken by a stakeholder.
Holders that are holding their shares or debentures with a financial
intermediary wishing to tender their shares should instruct their brokers
to immediately tender to the offers. Financial intermediaries may have
different cut-off times for the acceptance of tender instructions other
than the official expiry of 5 p.m. (Toronto time) on Wednesday, Oct. 12,
2011. Holders are advised to contact their brokers immediately to ensure
their shares and debentures are deposited in time to be taken up and paid
for under the terms of the offers.
Shareholders or debentureholders requiring more information or assistance
tendering their shares or debentures to the offers should contact the
Information Agent for the offers, Laurel Hill Advisory Group toll free at
1-877-452-7184 or via email at assistance@laurelhill.com.
About Zarlink
Headquartered in Ottawa, Canada, Zarlink designs mixed-signal
semiconductor products for a range of communications and medical
applications. Zarlink offers more than 900 active products, and ships
approximately 100 million ICs per year to over 400 customers.
About Microsemi
Microsemi Corporation (NASDAQ:MSCC) offers a comprehensive portfolio of
semiconductor solutions for: aerospace, defense and security; enterprise
and communications; and industrial and alternative energy markets.
Products include high-performance, high-reliability analog and RF
devices, mixed-signal and RF integrated circuits, customizable SoCs,
FPGAs, and complete subsystems. Microsemi is headquartered in Aliso
Viejo, Calif., and has more than 2,700 employees globally. Learn more at
www.microsemi.com.
Microsemi and the Microsemi logo are registered trademarks or service
marks of Microsemi Corporation and/or its affiliates. Third-party
trademarks and service marks mentioned herein are the property of their
respective owners.
ADDITIONAL INFORMATION
Neither this communication nor the any of the statements incorporated by
reference in this communication constitutes an offer to buy or
solicitation of an offer to sell any securities. In connection with the
proposed transaction, Microsemi has filed, and from time to time may file
amendments to, tender offer documents with the applicable Canadian
securities authorities and the U.S. Securities and Exchange Commission
("SEC"). Any definitive take-over bid or tender offer documents will be
made available to shareholders of Zarlink. INVESTORS AND SECURITY HOLDERS
OF ZARLINK ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE
APPLICABLE CANADIAN AUTHORITIES AND THE SEC CAREFULLY IN THEIR ENTIRETY
(IF AND WHEN THEY BECOME AVAILABLE) BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain free copies of these documents (if and
when available) and other documents filed by Microsemi with the
applicable Canadian securities authorities through the website maintained
by the Canadian Securities Administrators at http://www.sedar.com and
with the SEC through the web site maintained by the SEC at
http://www.sec.gov.
Contacts:
FINANCIAL CONTACT: Microsemi Corporation
John W. Hohener
Executive Vice President and CFO
(949) 380-6100
INVESTORS: Microsemi Corporation
Robert C. Adams
Vice President of Corporate Development
(949) 380-6100
www.microsemi.com
Copyright 2011, Market Wire, All rights reserved.
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