Microsemi Corporation Announces Successful Completion of Acquisition of Zarlink Semiconductor Inc.; Offers Extended to Facilitate
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ALISO VIEJO, CALIFORNIA, Oct 13 (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 announced that 0916753 B.C.
ULC, an indirect wholly-owned subsidiary of Microsemi, has accepted the
tender of and will acquire today 123,438,737 Zarlink shares, representing
approximately 96 percent of Zarlink's outstanding shares, and
CAD$54,417,000 principal amount of Zarlink convertible debentures,
representing approximately 87 percent of Zarlink's outstanding
debentures. With the success of this tender, Microsemi will today take
control of Zarlink's board and operations and will shortly acquire all
remaining Zarlink shares not tendered by way of compulsory acquisition
under the Canada Business Corporations Act. Microsemi will then take the
necessary steps to delist Zarlink from the TSX and to cease to be a
reporting issuer under Canadian and U.S. securities laws.
Prior to effecting a compulsory acquisition of the remaining shares and
redemption of the remaining debentures, which would result in a delay in
payment to the remaining shareholders and debentureholders, Microsemi has
extended the time for acceptance of the offers to 5 p.m. (Toronto time)
on Oct. 24, 2011. A notice of extension will promptly be mailed to
holders of Zarlink shares and debentures. A copy of the notice of
extension will also be available online at www.sedar.com and
www.microsemi.com.
Holders of debentures not tendered to the premium offer of CAD$1,624.49
per $1,000 principal amount of debentures are strongly encouraged to do
so prior to the new expiry time of 5 p.m. (Toronto time) on Oct. 24,
2011, failing which Zarlink will redeem their debentures on Nov. 11, 2011
at face value of CAD$1,000. A notice of redemption will be mailed to
debentureholders later today.
"We are pleased to announce our success in this tender offer process. As
a result, Microsemi assumes control of this business and intends to move
swiftly with driving the business forward for our stakeholders," said
James J. Peterson, Microsemi president and chief executive officer. "We
are anxious to begin capitalizing on the technology capabilities,
talented technical team, product roadmap and revenue growth opportunities
that this acquisition brings to Microsemi."
Zarlink Board of Directors Recommends Tendering to 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 and that it is in the best interests of the company
to support and facilitate the offers. The board has approved the offers
and recommends that Zarlink shareholders and debentureholders tender
their shares and debentures to the amended offers.
How to Tender Shares and Debentures to The Amended Offers
Microsemi's amended offers expire at 5 p.m. (Toronto time) on Oct. 24,
2011, unless extended or withdrawn. Microsemi's Offers Circular and other
documents have been mailed to Zarlink shareholders and can be obtained
for free from Microsemi's website or SEDAR.com. Shareholders requiring
more information or assistance tendering their shares to the offers
should contact the Information Agent for the Offers, Laurel Hill Advisory
Group at assistance@laurelhill.com or toll free at 1-877-452-7184.
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.
Cautionary Statement Regarding Forward-Looking Statements
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: Any statements set forth in this news release that are not
entirely historical and factual in nature, including without limitation
statements related to the potential benefits of the acquisition of
Zarlink including its immediately accretive impact on earnings and its
effect on Microsemi's growth potential are forward-looking statements.
These forward-looking statements are based on our current expectations
and are inherently subject to risks and uncertainties that could cause
actual results to differ materially from those expressed in the
forward-looking statements.
The potential risks and uncertainties include, but are not limited to,
such factors as the risk that Microsemi will not be able to comply with
or satisfy the closing conditions contained in the support agreement with
Zarlink; the risk that Zarlink's business and technology will not be
successfully integrated with Microsemi's business, including product mix
and acceptance, achievement of gross margins and operational and other
cost synergies; negative or worsening worldwide economic conditions or
market instability; downturns in the highly cyclical semiconductor
industry; intense competition in the semiconductor industry and resultant
downward price pressure; inability to develop new technologies and
products to satisfy changes in customer demand or the development by the
company's competitors of products that decrease the demand for
Microsemi's products; unfavorable conditions in end markets; inability of
Microsemi's compound semiconductor products to compete successfully with
silicon-based products; production delays related to new compound
semiconductors; variability of the company's manufacturing yields; the
concentration of the factories that service the semiconductor industry;
delays in beginning production, implementing production techniques,
resolving problems associated with technical equipment malfunctions, or
issues related to government or customer qualification of facilities;
potential effects of system outages; inability by Microsemi to fulfill
customer demand and resulting loss of customers; variations in customer
order preferences; difficulties foreseeing future demand; rises in
inventory levels and inventory obsolescence; potential non-realization of
expected orders or non-realization of backlog; failure to make sales
indicated by the company's book-to-bill ratio; Microsemi's reliance on
government contracts for a portion of its sales; risks related to the
company's international operations and sales, including political
instability and currency fluctuations; increases in the costs of credit
and the availability of credit or additional capital only under more
restrictive conditions or not at all;
unanticipated changes in Microsemi's tax provisions or exposure to
additional income tax liabilities; changes in generally accepted
accounting principles; principal, liquidity and counterparty risks
related to Microsemi's holdings in securities; environmental or other
regulatory matters or litigation, or any matters involving contingent
liabilities or other claims; the uncertainty of litigation, the costs and
expenses of litigation, the potential material adverse effect litigation
could have on Microsemi's business and results of operations if an
adverse determination in litigation is made, and the time and attention
required of management to attend to litigation; difficulties in
determining the scope of, and procuring and maintaining, adequate
insurance coverage; difficulties and costs of protecting patents and
other proprietary rights; the hiring and retention of qualified personnel
in a competitive labor market; acquiring, managing and integrating new
operations, businesses or assets, and the associated diversion of
management attention; uncertainty as to the future profitability of
acquired businesses, and delays in the realization of, or the failure to
realize, any accretion from acquisition transactions; any circumstances
that adversely impact the end markets of acquired businesses; and
difficulties in closing or disposing of operations or assets or
transferring work from one plant to another. In addition to these factors
and any other factors mentioned elsewhere in this news release, the
reader should refer as well to the factors, uncertainties or risks
identified in the company's most recent Form 10-K and all subsequent Form
10-Q reports filed by Microsemi with the SEC. Additional risk factors may
be identified from time to time in Microsemi's future filings. The
forward-looking statements included in this release speak only as of the
date hereof, and Microsemi does not undertake any obligation to update
these forward-looking statements to reflect subsequent events or
circumstances.
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, take-over bid or 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 website 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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