10 January 2012

Skyworks completes tender offer for remaining Advanced Analogic Technologies shares

Skyworks Solutions Inc of Woburn, MA, USA (which manufactures high-reliability analog and mixed-signal semiconductors) has completed the tender offer by its subsidiary PowerCo Acquisition Corp for all the outstanding shares of common stock of Advanced Analogic Technologies Incorporated (AATI) of Santa Clara, CA for $5.80 per share (paid in cash, without interest and subject to any required withholdings of taxes).

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.

A total of 42,861,222 shares of AATI’s common stock was tendered (including 5,096,232 shares delivered pursuant to the guaranteed delivery procedures). Assuming all shares tendered pursuant to guaranteed delivery procedures are delivered, about 96.7% of all outstanding shares have been tendered (or 85.2% excluding guaranteed delivery shares).

To complete the acquisition of 100% of the common stock of AATI, Skyworks will effect - without prior notice to, or any action by, any other AATI stockholder - a short-form merger in which PowerCo Acquisition Corp will merge with and into AATI, with AATI surviving the merger and continuing as a wholly owned subsidiary of Skyworks.

To that end, PowerCo Acquisition Corp has notified AATI of its intent to exercise its option under the merger agreement to purchase sufficient newly issued AATI shares to ensure ownership of at least 90% of the outstanding AATI shares to complete the short-form merger.

In the merger, each of the remaining untendered shares of AATI common stock (other than shares as to which appraisal rights are properly demanded and perfected under Delaware law, if any) will be converted into the right to receive the same $5.80 per share (paid in cash, without interest and subject to any required withholdings of taxes), as was paid to AATI stockholders pursuant to the tender offer.

Following the merger, instructions will be mailed to those AATI stockholders who did not tender their shares in the tender offer outlining the steps to be taken to obtain the merger consideration. Subsequent to the merger, AATI’s common stock will cease to be traded on the NASDAQ Stock Market.

See related items:

Skyworks and AnalogicTech amend merger agreement

Skyworks to buy power management firm Advanced Analogic Technologies

Tags: Skyworks Advanced Analogic Technologies

Visit: www.skyworksinc.com

Visit: www.AnalogicTech.com