2 December 2011

Skyworks and AnalogicTech amend merger agreement

Skyworks Solutions Inc of Woburn, MA, USA (which manufactures high-reliability analog and mixed-signal semiconductors) and Advanced Analogic Technologies Inc (AATI , or AnalogicTech) of Santa Clara, CA have amended their previously announced 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 firms expect the transaction to be completed in January 2012.

Skyworks had previously (in May) agreed to buy AnalogicTech for a nominal price of $6.13 per share (consisting of $3.68 per share in cash and .08725 of a share of Skyworks’ common stock for each outstanding share of AnalogicTech common stock).

AnalogicTech is an analog semiconductor firm focused on enabling energy-efficient devices for the application-specific power management needs of feature-rich consumer electronic devices (such as mobile handsets, digital cameras, tablets, notebooks, TV and LCD displays) as well as devices in a broad range of computing, industrial, medical and communications applications. The firm also licenses device, process, package, and application-related technologies. Assets include design centers in Santa Clara and Shanghai, as well as Asia-based operations and logistics.

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 firms 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.

“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,” believes Skyworks’ president & CEO David J. Aldrich. “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,” he adds.

“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,” believes AnalogicTech’s president, CEO & chief technical officer Richard K. Williams. “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,” he adds.

Skyworks noted that the Registration Statement on Form S-4 that had been filed with the US Securities and Exchange Commission (SEC) on 17 June and withdrawn on 3 November will not be resubmitted.

In light of the revised merger agreement, AnalogicTech’s Annual Meeting of Stockholders (previously scheduled for 16 December) has been postponed until further notice.

See related items:

Skyworks to buy power management firm Advanced Analogic Technologies

Tags: Skyworks

Visit: www.AnalogicTech.com

Visit: www.skyworksinc.com