Headquartered in San Jose, Calif., Symmetricom is the world's leading source of highly precise timekeeping technologies and solutions that enable next generation data, voice, mobile and video networks and services. It provides timekeeping in GPS satellites, national time references, and national power grids as well as in critical military and civilian networks.
"The acquisition of Symmetricom will create the largest and most complete timing portfolio in the industry today," stated James J. Peterson, Microsemi president and chief executive officer. "From source to synchronization to distribution, Microsemi will offer an end to end timing solution for an expanded range of markets, driving increased dollar content opportunity and revenue growth."
"The acquisition of Symmetricom by Microsemi will create a powerful combination," said Elizabeth Fetter, Symmetricom's chief executive officer. "I believe Microsemi is the ideal company to leverage Symmetricom's technology and capabilities further into the communications market along with the scale to accelerate the adoption of the company's innovative new chip scale atomic clock (CSAC) technology into broader markets."
Microsemi expects significant synergies from this immediately accretive transaction. Based on current assumptions, Microsemi expects the acquisition to be $0.22 to $0.25 accretive in its first full calendar year ending December 2014.
Microsemi reaffirms its fiscal fourth quarter guidance included in its fiscal third quarter earnings release issued on July 25, 2013. Microsemi currently intends to announce its fiscal fourth quarter results on Nov. 7, 2013. Further details will be forthcoming.
Tender Offer and Closing
Under the terms of the definitive acquisition agreement, Microsemi will commence a cash tender offer to acquire Symmetricom's outstanding shares of common stock at $7.18 per share, net to each holder in cash. Upon satisfaction of the conditions to the tender offer and after such time as all shares tendered in the tender offer are accepted for payment, the agreement provides for the parties to effect, as promptly as practicable, a merger which would result in all shares not tendered in the tender offer being converted into the right to receive $7.18 per share in cash. The tender offer is subject to customary conditions, including the tender of at least a majority of the fully-diluted shares of Symmetricom's common stock and certain regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to close in Microsemi's fiscal first quarter, ending Dec. 29, 2013. No approval of the stockholders of Microsemi is required in connection with the proposed transaction. Terms of the agreement were unanimously approved by the boards of directors of both Microsemi and Symmetricom.
Under the terms of the merger agreement, Symmetricom may solicit superior proposals from third parties for a "go shop" period that extends through Nov. 8, 2013. It is not anticipated that any developments will be disclosed with regard to this process unless and until Symmetricom's board of directors makes a decision to pursue a potential superior proposal. Jefferies LLC, which is acting as Symmetricom's financial adviser, will assist Symmetricom with Symmetricom's go-shop process. There are no guarantees that this process will result in a superior proposal. The merger agreement provides Microsemi with a customary right to match a superior proposal. The agreement also provides for certain termination fees payable to Microsemi in connection with the termination of the agreement in certain circumstances.
Jefferies LLC is acting as financial adviser and Latham & Watkins LLP is acting as legal adviser to Symmetricom. Morgan Stanley provided a fairness opinion to Microsemi and O'Melveny & Myers LLP is acting as legal adviser to Microsemi.
Conference Call
Microsemi will host a conference call, solely to discuss details of the transaction. A live webcast relating to the transaction will be available in the "Investors" section of Microsemi's website at www.microsemi.com in advance of the conference call.
Conference call date: Oct. 21, 2013
Time: 1:45 p.m. PDT (4:45 p.m. EDT)
Dial-in numbers: U.S. 877-264-1110; international 706-634-1357
Passcode: 90095902
A webcast of the conference call will also be available in the "Investors" section of Microsemi's website at www.microsemi.com.
About Microsemi
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.
About Symmetricom, Inc.
Symmetricom (SYMM), a world leader in precise time solutions, sets the world's standard for time. The company generates, distributes and applies precise time for the communications, aerospace/defense, IT infrastructure and metrology industries. Symmetricom's customers, from communications service providers and network equipment manufacturers to governments and their suppliers worldwide, are able to build more reliable networks and systems by using the company's advanced timing technologies, atomic clocks, services and solutions. All products support today's precise timing standards, including GPS-based timing, IEEE 1588 (PTP), Network Time Protocol (NTP), Synchronous Ethernet and DOCSIS® timing. Symmetricom is based in San Jose, California, with offices worldwide. For more information, visit: http://www.symmetricom.com.
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