Skyworks Solutions and Advanced Analogic Technologies Announce Amended Merger Agreement
Skyworks to Acquire AnalogicTech for $5.80 Per Share in Cash; Tender Offer to be Commenced within Seven Business Days
Transaction Expected to be Completed in January 2012
Skyworks intends to finance the tender offer with cash on hand. The
tender offer will not be subject to financing and, among other things,
will be conditioned upon a majority of the shares of AnalogicTech common
stock outstanding being tendered and no injunctions being issued
prohibiting the offer or the merger. AATI has addressed and
satisfactorily clarified all issues previously raised by Skyworks. As
part of the settlement, the companies have agreed to voluntarily dismiss
the claims asserted against each other in the
“Skyworks is pleased to have reached this agreement with AnalogicTech
and to be moving forward together,” said
“We believe the revised agreement with Skyworks provides AnalogicTech
stockholders with immediate value and certainty for their investment in
the Company, while providing important benefits to AnalogicTech’s
employees and customers,” said
Skyworks noted that the Registration Statement on Form S-4 that had been
previously filed with the
Skyworks expects the transaction to be earnings accretive in FY12 post
synergies and will provide more information during its first fiscal
quarter 2012 earnings conference call to be held in
In light of the revised merger agreement, AnalogicTech’s Annual Meeting
of Stockholders, that was previously scheduled to be held on
About
About Skyworks
Headquartered in
Safe Harbor Statement
This news release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include without limitation information relating to future results and expectations of Skyworks and AnalogicTech (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’ and AnalogicTech’s respective 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’
and AnalogicTech’s respective
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.
Additional Information about the Transaction and Where to Find It
Skyworks will file a Tender Offer Statement on Schedule TO and AATI will
file a Solicitation/Recommendation Statement on Schedule 14D-9 with the
Note to Editors: Skyworks and
Source:
SKYWORKS
Media Relations:
Pilar Barrigas,
949-231-3061
or
Investor Relations:
Stephen
Ferranti, 781-376-3056
or
ANALOGICTECH
Public
Relations:
Matt Sherman / Andrew Siegel / Jillian Palash
Joele
Frank, Wilkinson Brimmer Katcher
212-355-4449
or
Lisa
Laukkanen
The Blueshirt Group
408-737-4788
or
Investor
Relations:
Ashok Chandran
408-330-1400