WOBURN, Mass.--(BUSINESS WIRE)--Jan. 10, 2012--
Skyworks Solutions, Inc. (“Skyworks”) (NASDAQ: SWKS) announced today the
successful completion of the tender offer by Skyworks’ wholly-owned
subsidiary, PowerCo Acquisition Corp. (“Offeror”), for all of the
outstanding shares of common stock of Advanced Analogic Technologies
Incorporated (“AATI”) for $5.80 per share, paid to the seller in cash,
without interest and subject to any required withholdings of taxes.
The offering period expired at 12:00 midnight, Eastern Standard Time, at
the end of Monday, January 9, 2012. BNY Mellon Shareowner Services, the
depositary for the tender offer, has indicated that as of 12:00 midnight
at the end of January 9, 2012, a total of 42,861,222 shares of AATI’s
common stock had been validly tendered and not withdrawn pursuant to the
tender offer during the offering period (including 5,096,232 shares
delivered pursuant to the guaranteed delivery procedures). Assuming all
shares tendered pursuant to guaranteed delivery procedures are
delivered, approximately 96.7% of all outstanding shares have been
tendered (the percentage is 85.2% if guaranteed delivery shares are not
taken into account).
Skyworks also announced that, 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
Offeror will merge with and into AATI, with AATI surviving the merger
and continuing as a wholly owned subsidiary of Skyworks. To that end,
Offeror 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.
Questions and requests for assistance regarding the tender offer may be
directed to the Information Agent for the offer, MacKenzie Partners,
Inc., at (800) 322-2885 (Toll-Free).
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’s Web site
at: www.skyworksinc.com.
Forward-Looking Statements
This news release includes “forward-looking statements” regarding,
without limitation, information relating to future results and
expectations of Skyworks (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’s 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’s
SEC reports, including but not limited to the risks described in
Skyworks’s Annual Report on Form 10-K, as amended, for its fiscal year
ended September 30, 2011 and subsequent Quarterly Reports on Form 10-Q,
as well as the tender offer documents filed by Skyworks and PowerCo
Acquisition Corp., a subsidiary of Skyworks, as amended.
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.
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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Source: Skyworks Solutions, Inc.
Skyworks Solutions, Inc.
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