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Zarlink considers other buyers, nixes Microsemi offer

Posted: 05 Sep 2011 ?? ?Print Version ?Bookmark and Share

Keywords:acquisition? mixed-signal chips? takeover bid?

The board of directors of Zarlink Semiconductor Inc., a Canadian mixed-signal chipmaker, has announced in a press statement that there are 15 third parties who have expressed interest in the company. The board is aggressively pursuing offers that are superior than Microsemi's bid.

Zarlink's revelation came as the company announced that its board voted unanimously to recommend that shareholders and debt holders vote to reject an unsolicited offer to acquire the company by Microsemi Corp.

Zarlink said again that Microsemi's $549 million offer significantly undervalues Zarlink.

Earlier this month, Microsemi formally launched an unsolicited hostile takeover bid to acquire all outstanding shares of Zarlink directly from shareholders for about $3.41 ($3.35 in Canadian dollars) per each common share and about $1,393.89 ($1,367.35 in Canadian dollars) for every $1,019.52 principle amount of Zarlink convertible debt. The offer is expected to expire Sept. 22.

Last month, Zarlink's board rejected a takeover offer by Microsemi. It was the third time that Zarlink's board has rejected a takeover bid by Microsemi.

Zarlink said that the 15 parties that have expressed interest in acquiring all or part of the firm are negotiating with its board under non-disclosure agreements. The board is aggressively pursuing opportunities�that may be financially superior to the Microsemi offer. The company said its management and financial advisors have met with these entities and distributed to them under NDA confidential information about the company and its finances. A number of parties have begun a due diligence process and have expressed interest in pursuing a transaction with Zarlink.

"The board believes, based on the level of interest which has been expressed to date, that it is likely that a transaction will emerge from the board's strategic process which is superior to the Microsemi offers," said Adam Chowaniec, Zarlink's chairman, in a statement.

Zarlink said its board urges all shareholders and debt holders to reject the Microsemi offer by taking no action and not tendering their shares and debentures to the Microsemi offers. All of Zarlink's officers, directors and its former president and CEO intend to reject the Microsemi offer, the company said.

- Dylan McGrath
??EE Times

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