Montage Technology Group Limited (Nasdaq:MONT) ("Montage" or
"Montage Technology" or the "Company"), a global fabless provider
of analog and mixed-signal semiconductor solutions addressing the
home entertainment and cloud computing markets, and Shanghai Pudong
Science and Technology Investment Co., Ltd. ("PDSTI"), a wholly
state-owned limited liability company directly under Pudong New
Area government of Shanghai, today jointly announced that they have
entered into a definitive merger agreement under which PDSTI will
acquire all of the outstanding Ordinary Shares of Montage for
US$22.60 per Ordinary Share. The merger values Montage's equity at
approximately US$693 million, on a fully diluted basis. The
transaction is subject to approval by the shareholders of Montage,
and antitrust and other regulatory approvals.
The Company's Board of Directors unanimously approved the merger
agreement and recommends that the Company's shareholders vote to
approve the merger agreement. Montage expects to hold a special
meeting of its shareholders to consider and act upon the proposed
transaction as promptly as practicable. Details regarding the
record date for, and the date, time and place of, the special
meetings will be included in a press release when finalized.
With annual revenues of approximately US$110.9 million for 2013,
Montage is a global fabless provider of analog and mixed-signal
semiconductor solutions addressing the home entertainment and cloud
computing markets. In the home entertainment market, Montage's
technology platform enables the company to design highly integrated
end-to-end solutions with customized software for set-top boxes.
These solutions optimize signal processing performance under
demanding operating conditions typically found in emerging
marketing environments. In the cloud computing market, Montage
offers high performance, low power memory interface solutions that
enable memory intensive server applications. Its technology
platform approach allows Montage to provide integrated solutions
that meet the expanding needs of customers through continuous
innovation, efficient design and rapid product development.
"After a review of strategic alternatives, the Montage board of
directors is pleased to reach this agreement, which provides
shareholders with substantial cash value, as well as a premium to
our unaffected share price," said Dr. Howard Yang, Chairman and
Chief Executive Officer at Montage. "In addition, Montage believes
the transaction will provide additional operational flexibility and
position us to invest more strategically to drive powerful
innovation and deliver cutting edge customer solutions. We look
forward to working closely with all parties to complete this
transaction."
Dr. Xudong Zhu, Chairman of PDSTI, commented, "This acquisition
underscores PDSTI's strategy of supporting leading companies within
the semiconductor industry. Montage has a remarkable track record
of pioneering and delivering best-in-class technology solutions for
the global semiconductor market. We look forward to working with
Montage's talented management team as they continue their strong
performance and innovative corporate culture."
Stifel is serving as financial advisor to Montage and O'Melveny
& Myers LLP is serving as legal advisor to
Montage. Barclays Bank PLC and China International Capital
Corporation Limited are serving as financial advisors to PDSTI, and
Kirkland & Ellis is serving as legal advisor to PDSTI.
Montage will furnish to the Securities and Exchange Commission
(the "SEC") a Report on Form 8-K regarding the transaction, which
will include the merger agreement. All parties desiring details
regarding the transaction are urged to review these documents,
which are available at the SEC's website (http://www.sec.gov).
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other proxy
materials that may be filed or furnished with the SEC with respect
to the proposed merger.
About Montage
Montage Technology is a global fabless provider of analog and
mixed-signal semiconductor solutions currently addressing the home
entertainment and cloud computing markets. In the home
entertainment market, Montage's technology platform enables the
Company to design highly integrated end-to-end solutions with
customized software for set-top boxes. These solutions optimize
signal processing performance under demanding operating conditions
typically found in emerging marketing environments. In the cloud
computing market, Montage offers high performance, low power memory
interface solutions that enable memory intensive server
applications. Its technology platform approach allows Montage to
provide integrated solutions that meet the expanding needs of
customers through continuous innovation, efficient design and rapid
product development. For more information regarding Montage please
visit the Company's website at www.montage-tech.com.
About PDSTI
PDSTI, a wholly state-owned limited liability company directly
under Pudong New Area government of Shanghai, combines proprietary
investments with investment management services. The business of
PDSTI currently covers a broad range of areas, including venture
capital and private equity investments, mergers and acquisitions,
management of fund of funds and private equity funds, and debt
investments. PDSTI has deep industry knowledge of integrated
circuit design and has invested in several well-known IC design
companies. For additional information, please see the website at
http://www.pdsti.com.
Forward-Looking Statements
This press release contains or incorporates a number of
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such statements are
based on current expectations, and are not strictly historical
statements. In some cases, you can identify forward-looking
statements by terminology such as "if," "may," "should," "believe,"
"anticipate," "future," "forward," "potential," "estimate,"
"opportunity," "goal," "objective," "growth," "outcome," "could,"
"expect," "intend," "plan," "strategy," "provide," "commitment,"
"result," "seek," "pursue," "ongoing," "include" or in the negative
of such terms or comparable terminology. These forward-looking
statements inherently involve certain risks and uncertainties.
Factors or risks that could cause our actual results to differ
materially from the results are more fully described in our filings
with the Securities and Exchange Commission, which are available
through our website at www.montage-tech.com. Factors that relate to
the proposed acquisition of Montage include the risk that we may
not obtain stockholder and regulatory approval of the transactions
contemplated by the definitive agreement on the proposed terms and
schedule; the risk that the transaction will impair our ability to
maintain third party relationships following the announcement of
the transaction; the risk that the parties may not be able to
satisfy the conditions to closing of the transactions contemplated
by the definitive agreement; and the risk that the transactions
contemplated by the definitive agreement may not be completed in
the time frame expected by the parties or at all. Other unknown or
unpredictable factors could also affect our business, financial
condition and results. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, there
can be no assurance that any of the estimated or projected results
will be realized. You should not place undue reliance on these
forward-looking statements, which apply only as of the date hereof.
Subsequent events and developments may cause our views to change.
While we may elect to update these forward-looking statements at
some point in the future, we specifically disclaim any obligation
to do so.
Company Contact: Montage Technology Mark Voll,
CFO P: 408-982-2780 or 86-21-6128-5678 x8618 E:
ir@montage-tech.com
Investor Relations Contact: Shelton Group
Leanne Sievers, EVP P: 949-224-3874 E: lsievers@sheltongroup.com
Matt Kreps, Managing Director P: 972-239-5119 ext. 125 E:
mkreps@sheltongroup.com
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