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Microsemi Corporation to Acquire Actel
Irvine, Calif. and Mountain View, Calif., October 4, 2010 — Microsemi Corporation (Nasdaq: MSCC), a leading manufacturer of high performance analog mixed-signal integrated circuits, high reliability semiconductors and RF subsystems, announced today that it has entered into a definitive agreement to acquire Actel Corporation (Nasdaq: ACTL) for $20.88 per share through a cash tender offer. The total transaction value is approximately $430 million, net of Actel’s projected cash balance at closing. Headquartered in Mountain View, California, Actel is a leading supplier of low-power, mixed-signal, and radiation-tolerant field programmable gate arrays (“FPGAs”) serving the Mil/Aero, Industrial, Communication, and Consumer markets. The company is the leader in the Satellite and Space markets as a result of its deep knowledge of radiation tolerance, space-level qualifications, and its long history of service excellence. “We believe the addition of Actel will deliver compelling synergies to Microsemi, “ stated James J. Peterson, Microsemi President and Chief Executive Officer. “ Actel will bring the most widely-used mixed-signal, radiation tolerant FPGA products in the Aerospace & Defense markets today, and the company’s products will allow Microsemi to extend its growing system-level capabilities. As Microsemi continues to move up the value chain in offering its customers system solutions that are better, faster, and more-cost effective than they can build themselves, Actel’s highly-integrated solutions will be an integral component in enabling this growth.” “The proposed acquisition of Actel by Microsemi will create a powerful combination,” said John C. East, Actel President and Chief Executive Officer. “I can think of no company more complementary and better equipped to take Actel’s solutions to new heights.” Microsemi expects significant synergies from this immediately accretive transaction. Based on current assumptions, Microsemi expects the acquisition to be $0.22 to $0.28 accretive in its first full calendar year ending December 2011. For the September quarter, net sales for Microsemi are expected to range from $146 to $150 million. As of this date, Microsemi remains comfortable with its previously announced non-GAAP diluted earnings per share guidance for its fourth Fiscal quarter 2010 of $0.33 to $0.35. Tender Offer and Closing Under the terms of the definitive acquisition agreement, Microsemi will commence a cash tender offer to acquire Actel’s outstanding shares of common stock at $20.88 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, subject to customary closing conditions, a merger to be completed following completion of the tender offer which would result in all shares not tendered in the tender offer being converted into the right to receive $20.88 per share in cash. The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of Actel’s common stock and regulatory approvals, and is expected to close in Microsemi’s fiscal first quarter, ending January 2, 2011. No approval of the shareholders 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 Actel. The transaction is not subject to a financing condition as Microsemi has received a financing commitment from Morgan Stanley Senior Funding, Inc. in connection with the acquisition. The financing commitment includes a $375 million seven year senior term loan facility as well as a $50 million revolving credit facility to replace the Company’s existing revolver. Stifel Nicolaus Weisel is acting as financial advisor to Microsemi in the acquisition and its legal advisor is O’Melveny & Myers LLP. Goldman, Sachs & Co. is acting as financial advisor to Actel and its legal advisor is Wilson Sonsini Goodrich & Rosati, PC. Additional financial advisory services were provided to Microsemi by Oppenheimer & Co. Inc. Conference Call James J. Peterson, Microsemi’s President and Chief Executive Officer, John W. Hohener, Executive Vice President and Chief Financial Officer, and Executive Vice President and Chief Strategy Officer Steven G. Litchfield will host a brief conference call at 8:15 am Eastern Time on Monday, October 4, 2010 to discuss the proposed acquisition. To access the webcast, please log on to: www.microsemi.com and go to Investors and then to Events and Presentations. To listen to the live webcast, please go to this website approximately fifteen minutes prior to the start of the call to register, download, and install any necessary audio software. For those unable to participate during the live webcast, a replay will be available shortly after the call on the website for 90 days. To participate in the conference call by telephone, please call: (877) 264-1110 or (706) 634-1357 at approximately 8:05 am EDT (5:05 am PDT). Please provide the following ID Number: 15871152. A telephonic replay will be available from 10:00 am EDT (7:00 am PDT) on Monday, October 4, 2010 through 9:59 am EDT (6:59 am PDT) on Monday, October 11th. To access the replay, please call (800) 642-1687, or (706) 645-9291. Please enter the following ID Number: 15871152. About Microsemi Corporation Microsemi Corporation, with corporate headquarters in Irvine, California, is a leading designer, manufacturer and marketer of high performance analog and mixed-signal integrated circuits, high reliability semiconductors and RF subsystems. The company's semiconductors manage and control or regulate power, protect against transient voltage spikes and transmit, receive and amplify signals. Microsemi's products include individual components as well as integrated circuit solutions that enhance customer designs by improving performance and reliability, battery optimization, reducing size or protecting circuits. The principal markets the company serves include implanted medical, defense/aerospace and satellite, notebook computers, monitors and LCD TVs, automotive and mobile connectivity applications. More information may be obtained by contacting the company directly or by visiting its website at http://www.microsemi.com. About Actel Actel is the leader in low power, mixed signal and system critical FPGAs, offering the most comprehensive portfolio of system and power management solutions. Power Matters. Learn more at www.actel.com
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