ALISO VIEJO, Calif.,
Nov. 26, 2013 /PRNewswire/
-- Microsemi Corporation ("Microsemi") (Nasdaq:MSCC), a
leading provider of semiconductor solutions differentiated by
power, security, reliability and performance, announced today that
PETT Acquisition Corp. a wholly-owned subsidiary of Microsemi,
successfully merged into Symmetricom, Inc. ("Symmetricom")
(Nasdaq:SYMM) completing Microsemi's acquisition of Symmetricom
under Section 251(h) of the General Corporation Law of the
State of Delaware (the "DGCL"),
with no stockholder vote required to consummate the merger.
(Logo:
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At the effective time of the merger, each outstanding share of
Symmetricom (other than shares directly owned by Symmetricom and
its subsidiaries, Microsemi or PETT Acquisition Corp. and shares
held by stockholders that are entitled to and properly demand
appraisal of such shares under Delaware law) was converted into the right to
receive $7.18 per share in cash,
without interest and less any applicable withholding taxes, the
same price that was paid in the tender offer. Symmetricom shares
will cease to be traded on NASDAQ.
"We look forward to integrating the talented Symmetricom team
and leveraging our product and technology synergies to develop
solutions that contribute to our customers' success," said
James J. Peterson, chairman of the
board and CEO of Microsemi. "We are eager to drive the
business forward for our stakeholders as we continue to execute
Microsemi's growth strategy."
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 aligns with Microsemi's strategy to gain
share by providing 'total system' solutions to high value, high
barrier to entry markets where it holds leadership positions. In
addition, Microsemi gains a strong footprint in IT infrastructure
and metrology applications and has the opportunity to capitalize on
growth opportunities for Symmetricom's chip scale atomic clock
(CSAC) technology, amongst other leading-edge products.
As a result of the acquisition, Microsemi now offers the
industry's largest and most complete timing product offering. From
the core of the network to the edge, Microsemi now delivers the
source, synchronization and distribution of end-to-end timing
solutions. The transaction also strengthens Microsemi's ability to
address a broader range of opportunities in aerospace,
communications, defense and industrial markets.
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.
Microsemi and the Microsemi logo are registered trademarks or
service marks of Microsemi Corporation and/or its affiliates.
Third-party trademarks and service marks mentioned herein are the
property of their respective owners.
Microsemi Safe Harbor Statement
"Safe Harbor"
Statement under the Private Securities Litigation Reform Act of
1995: This release contains forward-looking statements based on
current expectations or beliefs, as well as a number of assumptions
about future events, and these statements are subject to factors
and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
The reader is cautioned not to put undue reliance on these
forward-looking statements, which are not a guarantee of future
performance and are subject to a number of uncertainties and other
factors, many of which are outside the control of Microsemi. The
forward-looking statements in this release address a variety of
subjects including, for example, the expected date of closing of
the acquisition, the potential benefits of the merger, including
the potentially accretive and synergistic benefits, Microsemi's
revenue and earnings guidance, and any other statements of belief
or about the Microsemi's plans, beliefs or expectations. The
following factors, among others, could cause actual results to
differ materially from those described in these forward-looking
statements: the risk that Symmetricom's business will not be
successfully integrated with Microsemi's business or complement its
products, including product mix and acceptance, gross margins and
operational and other cost synergies; costs associated with the
merger, tender offer and financing; matters arising in connection
with the parties' efforts to comply with and satisfy applicable
regulatory approvals and closing conditions relating to the
transaction; Microsemi's reliance on government contracts for a
significant portion of its sales, including impacts of any
termination or renegotiation of U.S. government contracts and the
effects of past or future government shutdowns; increased
competition and technological changes in the industries in which
Microsemi and Symmetricom compete; Microsemi's failure to continue
to move up the value chain in its customer offerings; continued
negative or worsening worldwide economic conditions or market
instability; downturns in the highly cyclical semiconductor
industry; intense competition in the semiconductor industry and
resultant downward price pressure; inability to develop new
technologies and products to satisfy changes in customer demand or
the development by the company's competitors of products that
decrease the demand for Microsemi's products; unfavorable or
declining conditions in end markets; inability of Microsemi's
compound semiconductor products to compete successfully with
silicon-based products; production delays related to new compound
semiconductors; variability of the company's manufacturing yields;
the concentration of the factories that service the semiconductor
industry; delays in beginning production, implementing production
techniques, resolving problems associated with technical equipment
malfunctions, or issues related to government or customer
qualification of facilities; potential effects of system outages;
the effect of events such as natural disasters and related
disruptions on our operations; inability by Microsemi to fulfill
customer demand and resulting loss of customers; variations in
customer order preferences; difficulties foreseeing future demand;
rises in inventory levels and inventory obsolescence; potential
non-realization of expected orders or non-realization of backlog;
failure to make sales indicated by the company's book-to-bill
ratio; risks related to the company's international operations and
sales, including availability of transportation services, political
instability and currency fluctuations; increases in the costs of
credit and the availability of credit or additional capital only
under more restrictive conditions or not at all; unanticipated
changes in Microsemi's tax provisions, results of tax examinations
or exposure to additional income tax liabilities; changes in
generally accepted accounting principles; principal, liquidity and
counterparty risks related to Microsemi's holdings in securities;
environmental or other regulatory matters or litigation, or any
matters involving contingent liabilities or other claims; the
uncertainty of litigation, the costs and expenses of litigation,
the potential material adverse effect litigation could have on
Microsemi's business and results of operations if an adverse
determination in litigation is made, and the time and attention
required of management to attend to litigation; uncertainty as to
the future profitability of acquired businesses, and delays in the
realization of, or the failure to realize, any accretion from
acquisition transactions; any circumstances that adversely impact
the end markets of acquired businesses; and difficulties in closing
or disposing of operations or assets or transferring work, assets
or inventory from one plant to another. In addition to these
factors and any other factors mentioned elsewhere in this news
release, the reader should refer as well to the factors,
uncertainties or risks identified in the company's most recent Form
10-K filed by Microsemi with the SEC. Additional risk factors may
be identified from time to time in Microsemi's future filings. The
forward-looking statements included in this release speak only as
of the date hereof, and Microsemi does not undertake any obligation
to update these forward-looking statements to reflect subsequent
events or circumstances.
MSCCIR
SOURCE Microsemi Corporation