NEWPORT BEACH, Calif., Nov. 5, 2013 (GLOBE NEWSWIRE) -- Mindspeed Technologies (Nasdaq:MSPD), a leading supplier of semiconductor solutions for communications infrastructure applications, today announced that it has entered into a definitive agreement to be acquired by M/A-COM Technology Solutions Holdings, Inc. (Nasdaq:MTSI), a leading supplier of high performance RF, microwave, and millimeter wave products, for $5.05 per share in a cash tender offer. This represents a premium of approximately 66% to the close of $3.04 on November 4, 2013.
"After a thorough review of a wide range of alternatives by Mindspeed's Board and management team, and spearheaded by Morgan Stanley, we are thrilled to be joining forces with MACOM," said Raouf Y. Halim, Mindspeed's chief executive officer. "The company shares our commitment to innovation, and the two companies complement each other well, particularly within the high-performance analog market segment. Together we will have the scale and resources to deliver innovative technologies to our customers and drive growth, with a larger portfolio of products and a global sales force."
"This transaction is a testimony to the dedication and excellent execution of our employees over the past decade building our product platforms into high-margin, profitable, and fast-growing businesses," continued Mr. Halim. "We have created a broad portfolio of industry-leading SoC and high-performance analog solutions across multiple wireline and wireless market segments. This transaction affirms the tremendous value that our employees have created, while at the same time delivering to Mindspeed shareholders an immediate and attractive premium."
MACOM intends to commence a tender offer to purchase each outstanding common share of Mindspeed for $5.05 in cash, without interest, and MACOM will assume certain equity awards held by Mindspeed employees. The transaction value is approximately $272 million in diluted equity value.The boards of both companies have approved the transaction, which is subject to customary closing conditions and regulatory approvals. Mindspeed currently expects the transaction to close by the end of calendar year 2013.
Mindspeed is also in advanced discussions with a strategic acquirer of its wireless business and expects to continue those efforts in the coming weeks. The wireless sale process will not impact the closing of the MACOM transaction described above, or the transaction consideration paid to Mindspeed shareholders.
Further details of the transaction are set out in Mindspeed's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2013.
Morgan Stanley & Co. LLC acted as financial advisor and provided a fairness opinion to the board of directors of Mindspeed. Wilson Sonsini Goodrich & Rosati PC acted as legal counsel to Mindspeed. In addition, the board of directors of Mindspeed received a fairness opinion from Needham & Company, LLC.
