ALISO VIEJO, Calif.,
Nov. 26, 2013 /PRNewswire/ --
Microsemi Corporation ("Microsemi") (Nasdaq:MSCC), a leading
provider of semiconductor solutions differentiated by power,
security, reliability and performance, announced today that its
wholly-owned subsidiary, PETT Acquisition Corp., successfully
completed its previously announced tender offer to purchase all
outstanding shares of Symmetricom, Inc. ("Symmetricom")
(Nasdaq:SYMM) for $7.18 per share in
cash. The tender offer expired at 12 a.m.
EST at the end of Nov. 25,
2013. Microsemi expects to complete the acquisition of
Symmetricom later today through a merger under Section 251(h) of
the General Corporation Law of the State
of Delaware.
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Based on information provided by American Stock Transfer and
Trust Company, LLC, the depositary for the tender offer, as of the
expiration of the tender offer, approximately 32,567,791 million
shares were validly tendered and not withdrawn in the tender offer,
representing approximately 67.6 percent of the sum of (i)
Symmetricom's then outstanding shares plus (ii) (without
duplication) a number equal to the number of Symmetricom 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
Symmetricom shares, or other rights to acquire or be issued
Symmetricom shares, in each case, with an exercise or conversion
price below $7.18 per share.
Accordingly, the condition to the tender offer that there be
validly tendered and not withdrawn at least a majority of the
Symmetricom 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, PETT 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 Symmetricom shares (other than shares directly owned
by Symmetricom and its subsidiaries, Microsemi or PETT 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 $7.18 per share in cash,
without interest and less any applicable withholding taxes, the
same price that was paid in the tender offer. Following completion
of the merger, Symmetricom shares will cease to be traded on
Nasdaq.
About Microsemi Corporation
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 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 3,000 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.
Microsemi Safe Harbor Statement
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: 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 Symmetricom'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; the
unsuccessful completion of the tender offer; matters arising in
connection with the parties' efforts to comply with and satisfy
applicable regulatory approvals and closing conditions relating to
the transaction; Microsemi's reliance on government contracts for a
significant portion of its sales, including impacts of any
termination or renegotiation of U.S. government contracts and the
effects of past or future government shutdowns; increased
competition and technological changes in the industries in which
Microsemi and Symmetricom compete; Microsemi's failure to continue
to move up the value chain in its customer offerings; continued
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 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.
MSCCIR
SOURCE Microsemi Corporation