ALISO VIEJO and CAMARILLO, Calif., April 28, 2015 /PRNewswire/ -- Microsemi
Corporation (Nasdaq: MSCC) ("Microsemi"), a leading provider of
semiconductor solutions differentiated by power, security,
reliability and performance, and Vitesse Semiconductor Corporation
(Nasdaq: VTSS) ("Vitesse") jointly announced today that Microsemi's
wholly-owned subsidiary LLIU100 Acquisition Corp. successfully
merged into Vitesse, completing Microsemi's acquisition of Vitesse
under Section 251(h) of the General Corporation Law of the
State of Delaware (the "DGCL"),
with no vote of Vitesse's stockholders required to consummate the
merger.
At the effective time of the merger, each outstanding share of
Vitesse (other than shares directly owned by Vitesse and its
subsidiaries, Microsemi or LLIU100 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 $5.28 per share in cash,
without interest and less any applicable withholding taxes, the
same price that was paid in the tender offer. Following the merger,
Vitesse shares will cease to be traded on Nasdaq.
Headquartered in Camarillo,
California, Vitesse designs a diverse portfolio of
high-performance semiconductors, application software, and
integrated turnkey systems solutions for carrier, enterprise and
Internet of Things (IoT) networks worldwide. Vitesse's products
enable the fastest-growing network infrastructure markets including
mobile access/IP edge, enterprise cloud access, and industrial IoT
networking.
Microsemi continues to expect the acquisition of Vitesse will be
accretive in its first full quarter, ended Sept. 27, 2015. Further, Microsemi sees
approximately $20 million of cost
savings-related synergies on an annual basis, driving $0.16-$0.20 of EPS accretion in its first full
fiscal year ending Sept. 30,
2016.
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 synchronization devices and precise time
solutions, setting the world's standard for time; 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 3,400 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.
About Vitesse
Vitesse (Nasdaq: VTSS) designs a diverse portfolio of
high-performance semiconductors, application software, and
integrated turnkey systems solutions for Carrier, Enterprise and
Internet of Things (IoT) networks worldwide. Vitesse products
enable the fastest-growing network infrastructure markets including
Mobile Access/IP Edge, Cloud Access and Industrial-IoT Networking.
Visit www.vitesse.com or follow us on Twitter @VitesseSemi.
Vitesse is a trademark of Vitesse Semiconductor Corporation in
the United States and other
jurisdictions. All other trademarks or registered trademarks
mentioned herein are the property of their respective holders.
Microsemi Forward Looking Statements
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 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 Vitesse'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; increased
competition and technological changes in the industries in which
Microsemi and Vitesse compete; Microsemi's reliance on government
contracts for a portion of its sales, including impacts of any
federal government shutdown; Microsemi's failure to continue to
move up the value chain in its customer offerings; 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 and all
subsequent Form 10-Q reports 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. Guidance
is provided only on a non-GAAP basis due to the inherent difficulty
of forecasting the timing or amount of certain items that have been
excluded from the forward-looking non-GAAP measures, and a
reconciliation to the comparable GAAP guidance has not been
provided because certain factors that are materially significant to
Microsemi's ability to estimate the excluded items are not
accessible or estimable on a forward-looking basis.
Vitesse Forward Looking Statements
Certain statements either contained in or incorporated by
reference into this press release, other than purely historical
information, including estimates, projections and statements
relating to Vitesse's business plans and objectives, and the
assumptions upon which those statements are based, are
"forward-looking statements." These forward-looking statements
generally include statements that are predictive in nature and
depend upon or refer to future events or conditions, and include
words such as "believes," "plans," "anticipates," "projects,"
"estimates," "expects," "intends," "strategy," "future,"
"opportunity," "may," "will," "should," "could," "potential," or
similar expressions. The forward-looking statements contained in
this release are based on current expectations and assumptions that
are subject to risks and uncertainties which may cause actual
results to differ materially from the forward-looking statements.
Actual results may differ materially from current expectations
because of risks associated with uncertainties pertaining to the
business of Vitesse, including those set forth in Vitesse's filings
with the SEC, especially in "Item 1A. Risk Factors" of Vitesse's
Annual Report on Form 10-K for the year ended September 30, 2014 filed with the SEC on
December 4, 2014 and in other
periodic reports and filings with the SEC from time to time,
including Vitesse's Quarterly Reports on Form 10-Q. The reader is
cautioned not to unduly rely on these forward-looking statements.
Vitesse expressly disclaims any intent or obligation to update or
revise publicly these forward-looking statements except as required
by law.
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SOURCE Microsemi Corporation; Vitesse Semiconductor
Corporation