Skyworks Solutions Announces Successful Completion of Tender Offer for Shares of Advanced Analogic Technologies
The offering period expired at 12:00 midnight, Eastern Standard Time, at the end of Monday, January 9, 2012. BNY Mellon Shareowner Services, the depositary for the tender offer, has indicated that as of 12:00 midnight at the end of January 9, 2012, a total of 42,861,222 shares of AATI’s common stock had been validly tendered and not withdrawn pursuant to the tender offer during the offering period (including 5,096,232 shares delivered pursuant to the guaranteed delivery procedures).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).
Skyworks also announced that, 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
Questions and requests for assistance regarding the tender offer may be
directed to the Information Agent for the offer,
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Forward-Looking Statements
This news release includes “forward-looking statements” regarding, without limitation, information relating to future results and expectations of Skyworks (including without limitation certain projections and business trends). Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “forecasts,” “intends,” “believes,” “plans,” “may,” “will,” or “continue,” and similar expressions and variations or negatives of these words. All such statements are subject to certain risks, uncertainties and other important factors that could cause actual results to differ materially and adversely from those projected, and may affect Skyworks’s future operating results, financial position and cash flows.
Actual results and events in future periods may differ materially from
those expressed or implied by these forward-looking statements because
of a number of risks, uncertainties and other factors. All statements
other than statements of historical fact are statements that could be
deemed forward-looking statements, including the expected benefits and
costs of the transaction; management plans relating to the transaction;
the expected timing of the completion of the transaction; the ability to
complete the transaction; any statements of the plans, strategies and
objectives of management for future operations, including the execution
of integration plans; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include the possibility that expected
benefits may not materialize as expected; that the transaction may not
be timely completed, if at all; that, prior to the completion of the
transaction, AnalogicTech’s business may experience disruptions due to
transaction-related uncertainty or other factors making it more
difficult to maintain relationships with employees, customers or other
business partners; that the parties are unable to successfully implement
integration strategies; and other risks that are described in Skyworks’s
These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
Note to Editors: Skyworks and
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