Adesto® Announces Expiration of Hart-Scott-Rodino Waiting Period for Proposed Transaction with Dialog Semiconductor
14 April 2020 - 7:30PM
Adesto Technologies Corporation (NASDAQ: IOTS), a leading provider
of innovative application-specific semiconductors and embedded
systems for the IoT, announced expiration of the required waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 (“HSR Act”) in connection with the previously announced
acquisition of Adesto by Dialog Semiconductor plc (XETRA:DLG).
Under the terms of the definitive agreement announced on
February 20, 2020, Dialog will acquire all outstanding shares of
Adesto for $12.55 per share in cash, or for approximately $500
million enterprise value. Both Adesto and Dialog have proven track
records of successfully completing acquisitions and believe this
transaction will generate greater value for customers and
stockholders of both companies.
The transaction, which is expected to close in the third quarter
of 2020, remains subject to Adesto shareholder approval as well as
customary closing conditions and receipt of required regulatory
approvals, including approval from the Committee on Foreign
Investment in the United States (“CFIUS”).
About Adesto Technologies Corp.Adesto
Technologies Corporation (NASDAQ: IOTS) is a leading provider of
innovative application-specific semiconductors and embedded systems
for the IoT. The company’s technology is used by more than 5,000
customers worldwide who are creating differentiated solutions
across industrial, consumer, medical and communications markets.
With its growing portfolio of high-value technologies, Adesto is
helping its customers usher in the era of the Internet of Things.
See: www.adestotech.com.
Forward-Looking StatementsThis press release
contains “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, that involve risks
and uncertainties. In some cases, you can identify these
forward-looking statements by the use of terms such as “expect,”
“will,” “continue,” or similar expressions, and variations or
negatives of these words, but the absence of these words does not
mean that a statement is not forward-looking. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements, including, but not limited to:
any statements regarding the expected timing of the completion of
the transaction and the benefits of the transaction; the ability of
Dialog Semiconductor plc (“Dialog”) and Adesto Technologies
Corporation ("Adesto") to complete the proposed transaction
considering the various conditions to the transaction, some of
which are outside the parties’ control, including those conditions
related to regulatory approvals; any other statements of
expectation or belief; and any statements of assumptions underlying
any of the foregoing. These forward-looking statements are
inherently uncertain, and are based on information available to
Adesto as of the date hereof and current expectations, forecasts,
estimates, and assumptions. A number of important factors and
uncertainties could cause actual results or events to differ
materially from those described in these forward-looking
statements, including without limitation: the failure to satisfy or
waive any of the conditions to the consummation of the proposed
transaction, including the adoption of the Merger Agreement by
Adesto’s stockholders and the receipt of certain governmental and
regulatory approvals; matters arising in connection with the
parties’ efforts to comply with and satisfy applicable regulatory
approvals and closing conditions relating to the proposed
transaction; the risk that the proposed transaction does not close
when anticipated or at all; the effects of disruption from the
transactions contemplated by the Merger Agreement on Adesto’s
business and the fact that the announcement and pendency of the
transaction may make it more difficult to establish or maintain
relationships with employees, suppliers and other business
partners; the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement;
the outcome of any legal proceedings that may be instituted against
Adesto related to the Merger Agreement or the proposed transaction;
unexpected costs, charges or expenses resulting from the proposed
transaction; the occurrence of a Material Adverse Effect (as
defined in the Merger Agreement); and other risks that are
described in the reports of Adesto filed with the Securities and
Exchange Commission (the “SEC”), including but not limited to the
risks described in Adesto’s Annual Report on Form 10-K for its
fiscal year ended December 31, 2019, which was filed with the SEC
on March 16, 2020, and Adesto’s Quarterly Reports on Form 10-Q, and
that are otherwise described or updated from time to time in other
filings with the SEC. All forward-looking statements attributable
to Adesto, or persons acting on its behalf, are expressly qualified
in their entirety by this cautionary statement. Further, Adesto
disclaims any obligation to update the information in this
communication or to announce publicly the results of any revisions
to any of the forward-looking statements to reflect future events
or developments, except as otherwise 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 In
connection with the proposed acquisition, Adesto will file relevant
materials with the SEC, and has filed both a preliminary and
definitive proxy statement, which definitive proxy statement and
proxy card has been mailed Adesto stockholders. ADESTO’S
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED TRANSACTION BECAUSE IT CONTAINS IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Stockholders of Adesto will be able to obtain a free
copy of these documents, when they become available, at the website
maintained by the SEC at www.sec.gov or free of charge at
www.adestotech.com.
Additionally, Adesto will file other relevant materials in
connection with the proposed acquisition of Adesto by Dialog
pursuant to the terms of the Merger Agreement. Adesto and its
directors, executive officers and other members of management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Adesto stockholders in connection with
the proposed acquisition. Stockholders of Adesto may obtain more
detailed information regarding the names, affiliations and
interests of certain of Adesto’s executive officers and directors
in the solicitation by reading Adesto’s most recent Annual Report
on Form 10-K filed with the SEC on March 16, 2020, and the proxy
statement for Adesto’s 2019 annual meeting of stockholders, which
was filed with the SEC on April 30, 2019. These documents are
available free of charge at the SEC’s web site at www.sec.gov or by
going to Adesto’s Investor Relations Website at www.adestotech.com.
Information concerning the interests of Adesto’s participants in
the solicitation, which may, in some cases, be different than those
of Adesto’s stockholders generally, are set forth in the definitive
proxy statement relating to the proposed transaction, including any
amendments or supplements thereto.
Adesto and the Adesto logo are trademarks or registered
trademarks of Adesto Technologies Corporation or its subsidiaries
in the United States and other countries. Other company, product,
and service names may be trademarks or service marks of others.
Adesto Technologies Media Contact:Jen
Bernier-Santarini650-336-4222jen.bernier@adestotech.com
Adesto Technologies Investor Relations:Leanne
K. SieversShelton Group949-224-3874sheltonir@sheltongroup.com
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