Acquisition enhances Murata’s position as a
world’s leading provider of RF system solutions
Murata Electronics North America, Inc., a wholly owned
subsidiary of Murata Manufacturing Co., Ltd. (TSE/OSE: 6981),
and Peregrine Semiconductor Corporation (Peregrine) (NASDAQ: PSMI)
today announced that they have entered into a definitive agreement
under which Murata will acquire all outstanding shares of Peregrine
not owned by Murata, for $12.50 per share in cash, or a total
transaction value of $471 million ($465 million excluding Murata’s
existing holding). Peregrine is the founder of RF SOI (silicon on
insulator) and pioneer of advanced Radio Frequency (RF) solutions
and is a leading provider of RF front-end (RFFE) solutions for
mobile and analog applications. Upon closing of the transaction,
Peregrine will become part of Murata’s strategy to expand its core
business. Peregrine will become a wholly owned subsidiary of Murata
and continue with its current business model of solving the world’s
toughest RF challenges.
“This acquisition will combine Murata’s world-leading mobile RF
module capabilities with Peregrine’s best-in-class RF front-end
products. Peregrine has a team of talented RF engineers,” said
Norio Nakajima, Executive Vice President , Director of
Communication Business Unit of Murata. “Peregrine invented RF SOI,
has led its development for 20 years, and accomplished a large
number of industry firsts. We have worked closely with them for
many years. Their innovation, including the Global 1 all-silicon
integrated RF front-end, is a key strategic area for the mobile
industry. This transaction will deepen our existing partnership and
position us to meet the expanding opportunities in this field.”
“Murata is the world’s leading RF module and filter provider,
and we have benefited from our many years of partnership with them.
The combination of Murata’s leading products with Peregrine’s
leading-edge SOI products will position us to compete aggressively
in our chosen markets,” said Jim Cable, PhD, Chairman and CEO of
Peregrine Semiconductor. “As part of the Murata team, we will be
able to expand our existing partnership and speed the industry’s
transition to an integrated, all-CMOS RF front-end. We remain
committed to providing leading solutions to customers in all our
current markets. We have huge respect for Murata’s capabilities,
and look forward to jointly accomplishing great things.”
The acquisition will deliver to Murata advanced RF Front-end
capabilities and the world’s best Silicon on Insulator (SOI)
process technology, key areas for the growing integration of mobile
technologies. The radio requirements of smartphones and other
wireless devices continue to grow more complex. This complexity can
only be solved with silicon technology. Peregrine supplies many
wireless markets, including: smartphones, test & measurement,
automotive, public safety radio and wireless Infrastructure.
Peregrine will also provide Murata with a strong portfolio of
Intellectual Property Rights (IPR) covering the entire RF SOI
front-end.
The transaction, which has been approved by both companies’
boards of directors, is expected to close by the end of 2014 or
early 2015, subject to Peregrine’s stockholders’ approval,
regulatory approvals, and other customary closing conditions.
Peregrine Semiconductor – Solving the World’s Toughest RF
Challenges
Peregrine Semiconductor Corporation (NASDAQ: PSMI), founder of
RF SOI (silicon on insulator), is a leading fabless provider of
high-performance, integrated RF solutions. Since 1988 Peregrine and
its founding team have been perfecting UltraCMOS® technology - a
patented, advanced form of SOI - to deliver the performance edge
needed to solve the RF market's biggest challenges, such as
linearity. With products that deliver best-in-class performance and
monolithic integration, Peregrine is the trusted choice for market
leaders in automotive, broadband, industrial, Internet of Things,
military, mobile devices, smartphones, space, test-and-measurement
equipment and wireless infrastructure. Peregrine holds more than
180 filed and pending patents and has shipped over 2 billion
UltraCMOS units. For more information,
visit http://www.psemi.com.
About Murata
Murata Manufacturing Co., Ltd. is a worldwide leader in the
design, manufacture and sale of ceramic-based passive electronic
components & solutions, communication modules and power supply
modules. With annual revenues of ¥846 billion (~8.4B USD), Murata
is committed to the development of advanced electronic materials
and leading-edge, multi-functional, high-density modules. The
company has employees and manufacturing facilities throughout the
world. For more information, visit Murata's website at
http://www.murata.com/.
Advisors
Deutsche Bank and Evercore acted as financial advisors to
Peregrine and Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP acted as legal advisor. Mitsubishi UFJ Morgan
Stanley acted as financial advisor to Murata, and Simpson Thacher
& Bartlett LLP acted as legal advisor.
Cautionary Statement Regarding
Forward-Looking Statements
Certain statements in this press release may constitute
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements generally can be identified by the words “will,”
“expects,” “believes” and words or phrases of similar import.
Actual results could differ materially from those projected or
forecast in the forward-looking statements. The factors that could
cause actual results to differ materially include, without
limitation, risks or uncertainties associated with: the
satisfaction of the conditions precedent to the consummation of the
proposed transaction, including, without limitation, the receipt of
stockholder and regulatory approvals; unanticipated difficulties or
expenditures relating to the proposed transaction; legal
proceedings that may be instituted against Peregrine and others
following announcement of the proposed transaction; disruptions of
current plans and operations caused by the announcement and
pendency of the proposed transaction; potential difficulties in
employee retention as a result of the announcement and pendency of
the proposed transaction; the response of customers, distributors,
suppliers and competitors to the announcement of the proposed
transaction; and other factors described in Peregrine’s Annual
Report on Form 10-K for the year ended December 28, 2013 filed with
the U.S. Securities and Exchange Commission (the “SEC”) and in
subsequent reports on Forms 10-Q and 8-K filed with the SEC by
Peregrine. Because forward-looking statements are inherently
subject to risks and uncertainties, some of which cannot be
predicted or quantified, forward-looking statements should not be
relied upon as predictions of future events or as representing
Murata’s or Peregrine’s views as of any date subsequent to the date
hereof. Murata and Peregrine assume no obligation to update the
information in this press release, except as required by law.
Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
Additional Information and Where to
Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of Peregrine by Murata. In
connection with the proposed transaction, Peregrine intends to file
relevant materials with the SEC, including a proxy statement on
Schedule 14A. SECURITY HOLDERS OF PEREGRINE ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING PEREGRINE’S PROXY
STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders will be
able to obtain the documents free of charge at the SEC’s web site,
www.sec.gov, and may obtain documents filed by Peregrine free of
charge from Peregrine’s website (http://www.psemi.com) under the
tab “Investors”. In addition, the proxy statement and other
documents filed by Peregrine with the SEC (when available) may be
obtained from Peregrine free of charge by directing a request to
Peregrine, [Office of the Secretary], 9380 Carroll Park Drive, San
Diego, CA 92121 or (858) 731-9400.
Participants in
Solicitation
Peregrine and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the holders
of Peregrine common stock in respect of the proposed transaction.
Security holders may obtain information regarding Peregrine and its
directors and executive officers, including their respective names,
affiliations and interests, in Peregrine’s Annual Report on Form
10-K for the fiscal year ended December 28, 2013, which was filed
with the SEC on February 19, 2014, and its definitive proxy
statement for its 2014 annual meeting of stockholders, which was
filed with the SEC on March 20, 2014. To the extent holdings of
Peregrine securities have changed since the amounts contained in
the definitive proxy statement for the 2014 Annual Meeting, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Investors may obtain
additional information regarding the interest of such participants
by reading the proxy statement regarding the proposed transaction
when it becomes available.
Additional Information and Where to Find It
In connection with the proposed transaction, Peregrine will be
filing a proxy statement and relevant documents concerning the
transaction with the Securities and Exchange Commission (“SEC”).
SECURITY HOLDERS OF PEREGRINE ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders can obtain free copies of the proxy
statement and other documents when they become available by
contacting Investor Relations, Peregrine, 9380 Carroll Park Road,
San Diego, CA 92121 (Telephone: 858-731-9499). In addition,
documents filed with the SEC by Peregrine are available free of
charge at the SEC's web site at www.sec.gov.
Peregrine and its directors, executive officers and certain
other members of its management and employees may, under SEC rules,
be deemed to be participants in the solicitation of proxies from
Peregrine’s stockholders in connection with the transaction, which
may be different than those of Peregrine stockholders generally.
Information regarding the interests of such directors and executive
officers is included in Peregrine’s proxy statements and Annual
Reports on Form 10-K, previously filed with the SEC, and
information concerning all of Peregrine’s participants in the
solicitation will be included in the proxy statement relating to
the proposed transaction when it becomes available. Each of these
documents is, or will be, available free of charge at the SEC's web
site at http://www.sec.gov and from Investor Relations, Peregrine,
9380 Carroll Park Road, San Diego, CA 92121 (Telephone:
858-731-9499).
Photos/Multimedia Gallery Available:
http://www.businesswire.com/multimedia/home/20140822005215/en/
Murata Manufacturing Co., Ltd.Yoshihiro Nomura, Public
Relations Manager075-955-6786orFor Press:Junko Matsumura, +81 75
955 6786orHarumi Sekiguchi, +81 75 955 6786orPeregrine
Semiconductor, Inc.For Investor Relations:Jonathan Goldberg, +1
858 232 7864orFor Press:Jackie Townsend, +1 619 247 3569
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