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Microchip to buy Micrel for $14 per share

Posted: 11 May 2015 ?? ?Print Version ?Bookmark and Share

Keywords:common stock? acquisition? power management? LAN solutions?

Microchip Technology has signed a definitive agreement to acquire Micrel for $14 per share.

Micrel shareholders may choose to receive the purchase price in either cash or shares of Microchip common stock. The acquisition price represents a total equity value of about $839 million, and a total enterprise value of about $744 million, after excluding Micrel's cash and investments on its balance sheet of approximately $95 million.

This represents a premium to Micrel's closing stock price as of May 6, 2015 of 3 per cent and a 30 per cent premium to its closing stock price on August 7, 2014, the day Starboard Value LP disclosed a 12 per cent interest in Micrel in a Schedule 13D filing with the SEC.

"We are pleased to have Micrel become part of the Microchip team. Micrel's portfolio of linear and power management products, LAN solutions and timing and communications products, as well as their strong position in the industrial, automotive and communications markets, complement many of Microchip's initiatives in these areas," said Steve Sanghi, president and CEO of Microchip Technology.

"We believe that this acquisition provides the best vehicle for us to realise significant value for Micrel's shareholders and is a fantastic outcome for our employees and customers, as well as the opportunity to scale up to the much stronger sales and manufacturing platforms of Microchip," said Ray Zinn, president and CEO of Micrel.

Concurrent with this announcement, Microchip announced that its Board of Directors has authorised an increase in the existing share repurchase programme to 20 million shares of common stock from the approximately 2.5 million shares remaining under the prior authorisation. Under this programme, in the next several months, Microchip intends to repurchase the approximate number of shares it issues in the Micrel acquisition, which is expected to result in the transaction having the accretive effects of a cash transaction from a financial perspective.

The acquisition is expected to be mildly dilutive to Microchip's non GAAP earnings per share immediately after the close, but is expected to be accretive in the first full quarter after completion of the repurchase of the number of shares issued in the transaction.

As previously announced by Micrel, its Board of Directors created a Transaction Committee entirely comprised of independent directors on January 20, 2015, to consider a range of strategic alternatives, including a potential sale of the company. The process leading up to the merger agreement with Microchip was overseen by the Transaction Committee, which unanimously recommended the approval of the merger agreement to Micrel's Board of Directors.

The acquisition has been unanimously approved by the Boards of Directors of each company and is expected to close early in the third quarter of calendar 2015, subject to approval by Micrel's shareholders, regulatory approvals and other customary closing conditions.

All of Micrel's directors and certain executive officers have signed voting agreements with Microchip under which they must vote in favour of the merger.





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