Skyworks Solutions, Inc. (“Skyworks”) (NASDAQ: SWKS) and
Advanced Analogic Technologies, Inc. (“AnalogicTech”) (NASDAQ:
AATI) today announced that the two companies have amended their
previously announced merger agreement. Under the terms of the
revised merger agreement, Skyworks will acquire all of the
outstanding shares of AnalogicTech for $5.80 per share in cash
through a tender offer that Skyworks intends to commence within
seven business days. The companies expect the transaction to be
completed in January 2012.
Skyworks intends to finance the tender offer with cash on hand.
The tender offer will not be subject to financing and, among other
things, will be conditioned upon a majority of the shares of
AnalogicTech common stock outstanding being tendered and no
injunctions being issued prohibiting the offer or the merger. AATI
has addressed and satisfactorily clarified all issues previously
raised by Skyworks. As part of the settlement, the companies have
agreed to voluntarily dismiss the claims asserted against each
other in the Delaware Chancery Court. Skyworks and AnalogicTech
have mutually determined that their respective claims were
insignificant in light of the overall value of the transaction.
“Skyworks is pleased to have reached this agreement with
AnalogicTech and to be moving forward together,” said David J.
Aldrich, president and chief executive officer of Skyworks. “We
believe this transaction will enable Skyworks to further capitalize
on our strong smart phone, tablet, set-top box and infrastructure
positions with an expanded and differentiated product portfolio
while accelerating our entry into new vertical markets. Analog
power management semiconductors represent a strategic growth market
for Skyworks as our customers increasingly demand both ubiquitous
wireless connectivity and power optimization across seemingly every
kind of electronic platform. With AnalogicTech, Skyworks will be
well positioned to address these twin market opportunities by
leveraging our broad customer relationships and innovative product
portfolios, and increasing operational scale.”
“We believe the revised agreement with Skyworks provides
AnalogicTech stockholders with immediate value and certainty for
their investment in the Company, while providing important benefits
to AnalogicTech’s employees and customers,” said Richard K.
Williams, president, chief executive officer and chief technical
officer of Advanced Analogic Technologies. “We share Skyworks’
vision of the enormity and growth potential of the analog
semiconductor market and continue to believe that together, we can
better address customers’ demand for highly integrated power
management solutions across a broader range of markets and
applications. We look forward to closing this transaction quickly
and are committed to ensuring a smooth transition.”
Skyworks noted that the Registration Statement on Form S-4 that
had been previously filed with the U.S. Securities and Exchange
Commission (SEC) on June 17, 2011, and withdrawn on November 3,
2011 will not be resubmitted for filing.
Skyworks expects the transaction to be earnings accretive in
FY12 post synergies and will provide more information during its
first fiscal quarter 2012 earnings conference call to be held in
January 2012.
In light of the revised merger agreement, AnalogicTech’s Annual
Meeting of Stockholders, that was previously scheduled to be held
on December 16, 2011, has been postponed until further such
notice.
About Advanced Analogic Technologies, Inc.
Advanced Analogic Technologies Incorporated (AnalogicTech), or
AnalogicTech, develops advanced semiconductor system solutions that
play a key role in the continuing evolution of feature-rich, energy
efficient electronic devices. The company focuses on addressing the
application-specific power management needs of consumer devices
such as mobile handsets, digital cameras, tablets, notebooks, TV
and LCD displays as well as devices in a broad range of industrial,
medical and telecom applications. AnalogicTech also licenses
device, process, package, and application-related technologies.
Headquartered in Silicon Valley, AnalogicTech has design centers in
Santa Clara and Shanghai, and Asia-based operations and logistics.
For more information, please visit www.AnalogicTech.com.
About Skyworks
Skyworks Solutions, Inc. is an innovator of high reliability
analog and mixed signal semiconductors. Leveraging core
technologies, Skyworks offers diverse standard and custom linear
products supporting automotive, broadband, cellular infrastructure,
energy management, industrial, medical, military and mobile handset
applications. The Company's portfolio includes amplifiers,
attenuators, detectors, diodes, directional couplers, front-end
modules, hybrids, infrastructure RF subsystems,
mixers/demodulators, optocouplers, optoisolators, phase shifters,
PLLs/synthesizers/VCOs, power dividers/combiners, receivers,
switches and technical ceramics.
Headquartered in Woburn, Mass., Skyworks is worldwide with
engineering, manufacturing, sales and service facilities throughout
Asia, Europe and North America. For more information, please visit
Skyworks' Web site at: www.skyworksinc.com.
Safe Harbor Statement
This news release includes “forward-looking statements” intended
to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements include without limitation information
relating to future results and expectations of Skyworks and
AnalogicTech (including without limitation certain projections and
business trends). Forward-looking statements can often be
identified by words such as “anticipates,” “expects,” “forecasts,”
“intends,” “believes,” “plans,” “may,” “will,” or “continue,” and
similar expressions and variations or negatives of these words. All
such statements are subject to certain risks, uncertainties and
other important factors that could cause actual results to differ
materially and adversely from those projected, and may affect
Skyworks’ and AnalogicTech’s respective future operating results,
financial position and cash flows.
Actual results and events in future periods may differ
materially from those expressed or implied by these forward-looking
statements because of a number of risks, uncertainties and other
factors. All statements other than statements of historical fact
are statements that could be deemed forward-looking statements,
including the expected benefits and costs of the transaction;
management plans relating to the transaction; the expected timing
of the completion of the transaction; the ability to complete the
transaction; any statements of the plans, strategies and objectives
of management for future operations, including the execution of
integration plans; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include the possibility that expected
benefits may not materialize as expected; that the transaction may
not be timely completed, if at all; that, prior to the completion
of the transaction, AnalogicTech’s business may experience
disruptions due to transaction-related uncertainty or other factors
making it more difficult to maintain relationships with employees,
customers or other business partners; that the parties are unable
to successfully implement integration strategies; and other risks
that are described in Skyworks’ and AnalogicTech’s respective SEC
reports, including but not limited to the risks described in
Skyworks’ Annual Report on Form 10-K, as amended, for its fiscal
year ended September 30, 2011 and AnalogicTech’s Annual Report
on Form 10-K, as amended, for the fiscal year ended
December 31, 2010, as well as subsequent Quarterly Reports on
Form 10-Q.
These forward-looking statements are made only as of the date
hereof, and we undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information about the Transaction and Where to
Find It
Skyworks will file a Tender Offer Statement on Schedule TO and
AATI will file a Solicitation/Recommendation Statement on Schedule
14D-9 with the Securities and Exchange Commission (“SEC”) in
connection with the amended merger agreement and tender offer.
Security holders are advised to read the Tender Offer Statement and
the Solicitation/Recommendation Statement when they are available
because they will contain important information. Investors can
obtain the Tender Offer Statement when it is filed by Skyworks, the
Solicitation/Recommendation Statement when it is filed by AATI, and
other documents filed by Skyworks and/or AATI for free at the web
site of the U.S. Securities and Exchange Commission at
http://www.sec.gov. In addition, investors and security holders can
obtain free copies of the documents filed by Skyworks with the SEC
from Skyworks by contacting Skyworks’ Investor Relations at
(949) 231-4700 or by accessing Skyworks’ investor relations
website at http://www.skyworksinc.com, and free copies of the
documents filed by AATI with the SEC from AATI by contacting AATI's
Investor Relations at The Blueshirt Group, Lisa Laukkanen, at
(415) 217-4967 or by accessing Advanced Analogic Technologies’
investor relations website at http://www.analogictech.com.
Note to Editors: Skyworks and Skyworks
Solutions are trademarks or registered trademarks of Skyworks
Solutions, Inc. or its subsidiaries in the United States and in
other countries. All other brands and names listed are trademarks
of their respective companies.
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