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Zarlink board OKs Microsemi takeover bid

Posted: 27 Sep 2011 ?? ?Print Version ?Bookmark and Share

Keywords:mixed-signal IC? acquisition?

Microsemi Corp. has finally acquired Zarlink Semiconductor Inc. in what the companies called as a support agreement. The deal involved Microsemi paying about $630 million to Zarlink, a 19 percent increase from the previous offer for $3.41 per share.

The transaction that closed Sept. 22, 2011 is valued at about $525 million, net of Zarlink's cash, which is $107 million. Thursday's offer is the fourth that Microsemi has made to buy Zarlink, a supplier of mixed-signal ICs. Zarlink's board previously rejected three offers, calling them too low. Eventually, Zarlink adopted a 'poison pill' to stop a potential takeover by Microsemi. Last month, Microsemi formally launched a hostile takeover bid to acquire Zarlink directly from shareholders.

Zarlink considers other buyers, nixes Microsemi offer
Just recently, Zarlink's board rejected Microsemi's third takeover offer and announced that the company is considering offers from other companies. Read more of the article here.

Zarlink said its board unanimously approved the latest Microsemi offer after receiving advice from its financial advisors, RBC Capital Markets and Canaccord Genuity. Zarlink's board determined that the offer is fair to its shareholders and debenture holders and that it is in the best interests of the company to support and facilitate the offers of both shares and debentures, according to the company.

The support agreement includes a $24.2 million breakup fee payable by Zarlink in certain circumstances, including the acceptance of an unsolicited superior proposal from a third party. Microsemi has also been granted a right to match in respect of competing proposals, the company said.

No approval of the shareholders of Microsemi is required in connection with the proposed transaction, Microsemi stated.

- Nicolas Mokhoff
??EE Times

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