ALISO VIEJO, Calif. and
SAN JOSE, Calif., Oct. 21, 2013 /PRNewswire/ -- Microsemi
Corporation (Nasdaq: MSCC), a leading provider of semiconductor
solutions differentiated by power, security, reliability and
performance, and Symmetricom, Inc. (Nasdaq: SYMM), a
worldwide leader in precision time and frequency technologies,
announced today that they have entered into a definitive agreement
to acquire Symmetricom, Inc. for $7.18 per share through a cash tender offer,
representing a premium of 49 percent based on the average closing
price of Symmetricom's shares of common stock during the 90 trading
days ended Oct. 18, 2013. The board
of directors of Symmetricom unanimously recommends that
Symmetricom's stockholders tender their shares in the tender offer.
The total transaction value is approximately $230 million, net of Symmetricom's projected cash
balance at closing.
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Headquartered in San Jose,
Calif., Symmetricom is the world's leading source of highly
precise timekeeping technologies and solutions that enable next
generation data, voice, mobile and video networks and services. It
provides timekeeping in GPS satellites, national time references,
and national power grids as well as in critical military and
civilian networks.
"The acquisition of Symmetricom will create the largest and most
complete timing portfolio in the industry today," stated
James J. Peterson, Microsemi
president and chief executive officer. "From source to
synchronization to distribution, Microsemi will offer an end to end
timing solution for an expanded range of markets, driving increased
dollar content opportunity and revenue growth."
"The acquisition of Symmetricom by Microsemi will create a
powerful combination," said Elizabeth
Fetter, Symmetricom's chief executive officer. "I believe
Microsemi is the ideal company to leverage Symmetricom's technology
and capabilities further into the communications market along with
the scale to accelerate the adoption of the company's innovative
new chip scale atomic clock (CSAC) technology into broader
markets."
Microsemi expects significant synergies from this immediately
accretive transaction. Based on current assumptions, Microsemi
expects the acquisition to be $0.22 to
$0.25 accretive in its first full calendar year ending
December 2014.
Microsemi reaffirms its fiscal fourth quarter guidance included
in its fiscal third quarter earnings release issued on July 25, 2013. Microsemi currently intends to
announce its fiscal fourth quarter results on Nov. 7, 2013. Further details will be
forthcoming.
Tender Offer and Closing
Under the terms of the definitive acquisition agreement,
Microsemi will commence a cash tender offer to acquire
Symmetricom's outstanding shares of common stock at $7.18 per share, net to each holder in cash. Upon
satisfaction of the conditions to the tender offer and after such
time as all shares tendered in the tender offer are accepted for
payment, the agreement provides for the parties to effect, as
promptly as practicable, a merger which would result in all shares
not tendered in the tender offer being converted into the right to
receive $7.18 per share in cash. The
tender offer is subject to customary conditions, including
the tender of at least a majority of the fully-diluted shares of
Symmetricom's common stock and certain regulatory approvals,
including the expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act, and
is expected to close in Microsemi's fiscal first quarter, ending
Dec. 29, 2013. No approval of the
stockholders of Microsemi is required in connection with the
proposed transaction. Terms of the agreement were unanimously
approved by the boards of directors of both Microsemi and
Symmetricom.
Under the terms of the merger agreement, Symmetricom may solicit
superior proposals from third parties for a "go shop" period that
extends through Nov. 8, 2013. It is
not anticipated that any developments will be disclosed with regard
to this process unless and until Symmetricom's board of directors
makes a decision to pursue a potential superior proposal. Jefferies
LLC, which is acting as Symmetricom's financial adviser, will
assist Symmetricom with Symmetricom's go-shop process. There are no
guarantees that this process will result in a superior proposal.
The merger agreement provides Microsemi with a customary
right to match a superior proposal. The agreement also provides for
certain termination fees payable to Microsemi in connection with
the termination of the agreement in certain circumstances.
Jefferies LLC is acting as financial adviser and Latham &
Watkins LLP is acting as legal adviser to Symmetricom. Morgan
Stanley provided a fairness opinion to Microsemi and O'Melveny
& Myers LLP is acting as legal adviser to
Microsemi.
Conference Call
Microsemi will host a conference call, solely to discuss details
of the transaction. A live webcast relating to the transaction will
be available in the "Investors" section of Microsemi's website at
www.microsemi.com in advance of the conference call.
Conference call date: Oct. 21,
2013
Time: 1:45 p.m. PDT (4:45 p.m. EDT)
Dial-in numbers: U.S. 877-264-1110; international
706-634-1357
Passcode: 90095902
A webcast of the conference call will also be available in the
"Investors" section of Microsemi's website at www.microsemi.com.
About Microsemi
Microsemi Corporation (Nasdaq: MSCC) offers a comprehensive
portfolio of semiconductor and system solutions for communications,
defense & security, aerospace and industrial markets. Products
include high-performance and radiation-hardened analog mixed-signal
integrated circuits, FPGAs, SoCs and ASICs; power management
products; timing and voice processing devices; RF solutions;
discrete components; security technologies and scalable anti-tamper
products; Power-over-Ethernet ICs and midspans; as well as
custom design capabilities and services. Microsemi is headquartered
in Aliso Viejo, Calif., and has
approximately 3,000 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.
About Symmetricom, Inc.
Symmetricom (SYMM), a world leader in precise time solutions,
sets the world's standard for time. The company generates,
distributes and applies precise time for the communications,
aerospace/defense, IT infrastructure and metrology industries.
Symmetricom's customers, from communications service providers and
network equipment manufacturers to governments and their suppliers
worldwide, are able to build more reliable networks and systems by
using the company's advanced timing technologies, atomic clocks,
services and solutions. All products support today's precise
timing standards, including GPS-based timing, IEEE 1588 (PTP),
Network Time Protocol (NTP), Synchronous Ethernet and DOCSISĀ®
timing. Symmetricom is based in San
Jose, California, with offices worldwide. For more
information, visit: http://www.symmetricom.com or join the dialogue
at http://www.twitter.com/symmetricom.
Microsemi Safe Harbor Statement
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: This release contains forward-looking
statements based on current expectations or beliefs, as well as a
number of assumptions about future events, and these statements are
subject to factors and uncertainties that could cause actual
results to differ materially from those described in the
forward-looking statements. The reader is cautioned not to put
undue reliance on these forward-looking statements, which are not a
guarantee of future performance and are subject to a number of
uncertainties and other factors, many of which are outside the
control of Microsemi and Symmetricom. The forward-looking
statements in this release address a variety of subjects including,
for example, the expected date of closing of the acquisition, the
potential benefits of the merger, including the potentially
accretive and synergistic benefits, Microsemi's revenue and
earnings guidance, and any other statements of belief or about the
Microsemi's plans, beliefs or expectations. The following factors,
among others, could cause actual results to differ materially from
those described in these forward-looking statements: the risk that
Symmetricom's business will not be successfully integrated with
Microsemi's business or complement its products, including product
mix and acceptance, gross margins and operational and other cost
synergies; costs associated with the merger, tender offer and
financing; the unsuccessful completion of the tender offer; matters
arising in connection with the parties' efforts to comply with and
satisfy applicable regulatory approvals and closing conditions
relating to the transaction; increased competition and
technological changes in the industries in which Microsemi and
Symmetricom compete; Microsemi's reliance on government contracts
for a portion of its sales, including impacts of the recent federal
government shutdown; Microsemi's failure to continue to move up the
value chain in its customer offerings; continued 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 or declining 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; the effect of events such as natural
disasters and related disruptions on our operations; 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; risks related to the company's
international operations and sales, including availability of
transportation services, 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, results of tax examinations 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; 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, assets or
inventory 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. Guidance
is provided only on a non-GAAP basis due to the inherent difficulty
of forecasting the timing or amount of certain items that have been
excluded from the forward-looking non-GAAP measures, and a
reconciliation to the comparable GAAP guidance has not been
provided because certain factors that are materially significant to
Microsemi's ability to estimate the excluded items are not
accessible or estimable on a forward-looking basis.
Symmetricom Safe Harbor Statement
This press release contains forward-looking information 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, and is subject to the safe harbor created by those
sections. These forward-looking statements address a variety
of subjects including, for example, the expected date of closing of
the acquisition and any other statements of belief or about the
Symmetricom's plans, beliefs or expectations. The statements
in this press release are made as of the date of this press
release, even if subsequently made available by Symmetricom on its
website or otherwise. Symmetricom expressly disclaims any
obligation to update or revise any forward-looking statement
contained herein, whether as a result of a change in its
expectations, a change in any events, conditions or circumstances
on which a forward-looking statement is based, or otherwise.
Symmetricom's actual results could differ materially from those
projected or suggested in these forward-looking statements.
Factors that could cause future actual results to differ materially
from the results projected in or suggested by such forward-looking
statements include, but are not limited to, risks associated with
uncertainties as to the timing of the tender offer and the
subsequent merger; uncertainties as to how many of Symmetricom's
stockholders will tender their shares of common stock in the tender
offer; the possibility that competing offers or acquisition
proposals will be made; the possibility that various conditions to
the consummation of the offer or the merger may not be satisfied or
waived, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the offer or the
merger; the effects of disruption from the transactions on
Symmetricom's business and the fact that the announcement and
pendency of the transactions may make it more difficult to
establish or maintain relationships with employees, suppliers and
other business partners; the risk that stockholder litigation in
connection with the tender offer or the merger may result in
significant costs of defense, indemnification and liability; and
other risks and uncertainties pertaining to the business of
Symmetricom, including risks relating to general economic
conditions in the markets we address and the telecommunications and
government markets in general, risks related to the development of
our new products and services, reliance on our contract
manufacturer, the effects of increasing competition and competitive
pricing pressure, uncertainties associated with changing
intellectual property laws or misappropriation of intellectual
property, developments in and expenses related to litigation, the
inability to obtain sufficient amounts of key components, the
rescheduling or cancellation of key customer orders, the loss of a
key customer, the effects of new and emerging technologies, the
risk that excess inventory may result in write-offs, price erosion
and decreased demand, fluctuations in the rate of exchange of
foreign currency, changes in our effective tax rate, market
acceptance of our new products and services, technological
advancements, undetected errors, design flaws, defects in our
products or start-up manufacturing difficulties, the risks
associated with our international sales, potential short-term
investment losses and other risks due to credit market dislocation,
geopolitical risks and risk of terrorist activities, the risks
associated with attempting to integrate other companies and
businesses we acquire, and the risk factors listed from time to
time in Symmetricom's reports filed with the Securities and
Exchange Commission, including the annual report on Form 10-K for
the fiscal year ended June 30, 2013
and subsequent Forms 10-Q and 8-K.
Notice to Investors
The tender offer for the outstanding shares of common stock of
Symmetricom has not yet commenced. This press release is for
informational purposes only and no statement in this press release
is an offer to purchase or a solicitation of an offer to sell
securities. At the time the tender offer is commenced, Microsemi
Corporation and a wholly-owned subsidiary of Microsemi Corporation
will file a tender offer statement on Schedule TO with the
Securities and Exchange Commission, and Symmetricom will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. The tender offer statement (including
an offer to purchase, a related letter of transmittal and other
offer documents) and the solicitation/recommendation statement will
contain important information that should be read carefully before
any decision is made with respect to the tender offer. Such
materials will be made available to Symmetricom's shareholders at
no expense to them. In addition, such materials (and all other
offer documents filed with the SEC) will be available at no charge
on the SEC's website at www.sec.gov.
MSCCIR
SOURCE Microsemi Corporation