ALISO VIEJO, Calif.,
April 28, 2015 /PRNewswire/
-- Microsemi Corporation (Nasdaq:MSCC)("Microsemi"), a
leading provider of semiconductor solutions differentiated by
power, security, reliability and performance, announced today that
its wholly-owned subsidiary LLIU100 Acquisition Corp. successfully
completed its previously announced tender offer to purchase all
outstanding shares of Vitesse Semiconductor Corporation
(Nasdaq:VTSS) ("Vitesse") for $5.28
per share in cash. The tender offer expired at 12:00 midnight
New York City time at the end of
April 27, 2015. Microsemi expects to
complete the acquisition of Vitesse later today through a merger
under Section 251(h) of the General Corporation Law of the
State of Delaware, with no vote of
Vitesse's stockholders required to consummate the merger.
Based on information provided by Computershare, the depositary
for the tender offer, as of the expiration of the tender offer,
approximately 60,338,415 shares were validly tendered and not
withdrawn in the tender offer, representing approximately 79.5
percent of the sum of (i) Vitesse's then outstanding shares plus
(ii) (without duplication) a number equal to the number of
Vitesse's shares issuable upon the vesting (including vesting
solely as a result of the consummation of the tender offer),
conversion, settlement or exercise of all then outstanding
warrants, options, benefit plans, obligations or securities
convertible or exchangeable into Vitesse shares, or other rights to
acquire or be issued Vitesse shares, in each case, with an exercise
or conversion price below $5.28 per
share. Accordingly, the condition to the tender offer that there be
validly tendered and not withdrawn at least a majority of the
Vitesse shares described above, has been satisfied. As a result of
the satisfaction of the foregoing condition and each of the other
conditions to the tender offer, LLIU100 Acquisition Corp. has
accepted for payment and will promptly pay for all validly tendered
shares.
As a result of the merger planned to be effected later today,
all remaining Vitesse shares (other than shares directly owned by
Vitesse and its subsidiaries, Microsemi or LLIU100 Acquisition
Corp. and shares held by stockholders that are entitled to and
properly demand appraisal of such shares under Delaware law) will be converted into the right
to receive $5.28 per share in cash,
without interest and less any applicable withholding taxes, the
same price that was paid in the tender offer. Immediately following
completion of the merger, Vitesse shares will cease to be traded on
Nasdaq.
About Microsemi
Microsemi Corporation (Nasdaq: MSCC) offers a comprehensive
portfolio of semiconductor and system solutions for communications,
defense & security, aerospace and industrial markets. Products
include high-performance and radiation-hardened analog mixed-signal
integrated circuits, FPGAs, SoCs and ASICs; power management
products; timing and synchronization devices and precise time
solutions, setting the world's standard for time; voice processing
devices; RF solutions; discrete components; security technologies
and scalable anti-tamper products; Power-over-Ethernet ICs and
midspans; as well as custom design capabilities and services.
Microsemi is headquartered in Aliso
Viejo, Calif., and has approximately 3,400 employees
globally. Learn more at www.microsemi.com.
Microsemi and the Microsemi logo are registered trademarks or
service marks of Microsemi Corporation and/or its affiliates.
Third-party trademarks and service marks mentioned herein are the
property of their respective owners.
This release contains forward-looking statements based on
current expectations or beliefs, as well as a number of assumptions
about future events, and these statements are subject to factors
and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
The reader is cautioned not to put undue reliance on these
forward-looking statements, which are not a guarantee of future
performance and are subject to a number of uncertainties and other
factors, many of which are outside the control of Microsemi. The
forward-looking statements in this release address a variety of
subjects including, for example, the expected date of closing of
the acquisition, the potential benefits of the merger, including
the potentially accretive and synergistic benefits, Microsemi's
revenue and earnings guidance, and any other statements of belief
or about the Microsemi's plans, beliefs or expectations. The
following factors, among others, could cause actual results to
differ materially from those described in these forward-looking
statements: the risk that Vitesse's business will not be
successfully integrated with Microsemi's business or complement its
products, including product mix and acceptance, gross margins and
operational and other cost synergies; costs associated with the
merger, tender offer and financing; increased competition and
technological changes in the industries in which Microsemi and
Vitesse compete; Microsemi's reliance on government contracts for a
portion of its sales, including impacts of any federal
government shutdown; Microsemi's failure to continue to move up the
value chain in its customer offerings; negative or worsening
worldwide economic conditions or market instability; downturns in
the highly cyclical semiconductor industry; intense competition in
the semiconductor industry and resultant downward price pressure;
inability to develop new technologies and products to satisfy
changes in customer demand or the development by the company's
competitors of products that decrease the demand for Microsemi's
products; unfavorable or declining conditions in end markets;
inability of Microsemi's compound semiconductor products to compete
successfully with silicon-based products; production delays related
to new compound semiconductors; variability of the company's
manufacturing yields; the concentration of the factories that
service the semiconductor industry; delays in beginning production,
implementing production techniques, resolving problems associated
with technical equipment malfunctions, or issues related to
government or customer qualification of facilities; potential
effects of system outages; the effect of events such as natural
disasters and related disruptions on our operations; inability by
Microsemi to fulfill customer demand and resulting loss of
customers; variations in customer order preferences; difficulties
foreseeing future demand; rises in inventory levels and inventory
obsolescence; potential non-realization of expected orders or
non-realization of backlog; failure to make sales indicated by the
company's book-to-bill ratio; risks related to the company's
international operations and sales, including availability of
transportation services, political instability and currency
fluctuations; increases in the costs of credit and the availability
of credit or additional capital only under more restrictive
conditions or not at all; unanticipated changes in Microsemi's tax
provisions, results of tax examinations or exposure to additional
income tax liabilities; changes in generally accepted accounting
principles; principal, liquidity and counterparty risks related to
Microsemi's holdings in securities; environmental or other
regulatory matters or litigation, or any matters involving
contingent liabilities or other claims; the uncertainty of
litigation, the costs and expenses of litigation, the potential
material adverse effect litigation could have on Microsemi's
business and results of operations if an adverse determination in
litigation is made, and the time and attention required of
management to attend to litigation; uncertainty as to the future
profitability of acquired businesses, and delays in the realization
of, or the failure to realize, any accretion from acquisition
transactions; any circumstances that adversely impact the end
markets of acquired businesses; and difficulties in closing or
disposing of operations or assets or transferring work, assets or
inventory from one plant to another. In addition to these factors
and any other factors mentioned elsewhere in this news release, the
reader should refer as well to the factors, uncertainties or risks
identified in the company's most recent Form 10-K and all
subsequent Form 10-Q reports filed by Microsemi with the SEC.
Additional risk factors may be identified from time to time in
Microsemi's future filings. The forward-looking statements included
in this release speak only as of the date hereof, and Microsemi
does not undertake any obligation to update these forward-looking
statements to reflect subsequent events or circumstances. Guidance
is provided only on a non-GAAP basis due to the inherent difficulty
of forecasting the timing or amount of certain items that have been
excluded from the forward-looking non-GAAP measures, and a
reconciliation to the comparable GAAP guidance has not been
provided because certain factors that are materially significant to
Microsemi's ability to estimate the excluded items are not
accessible or estimable on a forward-looking basis.
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SOURCE Microsemi Corporation