Synaptics Incorporated Announces Offering of $450 Million in Convertible Senior Notes Due 2022
June 20 2017 - 4:02PM
Synaptics Incorporated (NASDAQ:SYNA) (the “Company”), the leading
developer of human interface solutions, today announced that it
intends to offer, subject to market and other conditions, $450
million aggregate principal amount of Convertible Senior Notes due
2022 (the “Notes”) in a private offering to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”). In addition, the Company expects to
grant the initial purchasers for the offering an option to purchase
up to an additional $50 million aggregate principal amount of
Notes.
The Notes will be senior unsecured obligations of the Company
and will be convertible into, subject to various conditions, cash,
shares of the Company’s common stock or a combination of cash and
shares of the Company’s common stock, at the Company’s election.
The Company will have the option to redeem all or any portion of
the Notes on or after June 20, 2020, if certain conditions
(including that the Company’s common stock is trading at or above a
specified level) are met, at a redemption price equal to 100
percent of the principal amount plus accrued and unpaid interest
to, but excluding, the redemption date.
The Company expects to use the net proceeds from the sale of the
Notes to: (i) pay off approximately $123.8 million
outstanding under, and terminate, its term loan facility, (ii)
repurchase up to $100.0 million aggregate amount of shares of its
common stock pursuant to its previously authorized common stock
repurchase program as described below, and (iii) together with
available cash and borrowings under its revolving credit facility,
fund the cash portion of its previously announced pending
acquisitions of Conexant Systems, LLC, a technology leader in audio
and voice processing solutions for the smart home (the “Conexant
Acquisition”), and the Multimedia Solutions Business of Marvell
Technology Group, a leader in the advanced media (video and audio)
processing technology for the smart home (the “Marvell Business
Acquisition,” and together with the Conexant Acquisition, the
“Pending Acquisitions”). As previously announced, the Pending
Acquisitions are expected to close in the third calendar quarter of
2017, subject to customary closing conditions, including regulatory
clearance with respect to the Conexant Acquisition. Pending the
allocation of the net proceeds of the Notes to finance the cash
portion of the consideration for the Pending Acquisitions, the net
proceeds may be invested in overnight or other short-term financial
instruments.
The offering is not conditioned upon the completion of either of
the Pending Acquisitions, which, if completed, will occur
subsequent to the closing of the offering. If one or both of the
Pending Acquisitions do not close, the remaining balance of the net
proceeds from the offering will be used for working capital and
general corporate purposes, including to repay amounts outstanding
under the Company’s revolving credit facility.
The repurchase of shares of the Company’s common stock would
occur prior to or concurrently with the pricing of the offering on
the market or in privately negotiated transactions effected with or
through one of the initial purchasers or its affiliate. With
respect to repurchases of the Company’s common stock effected prior
to the pricing of the offering, the Company expects the purchase
price per share to equal the prevailing market price of the
Company’s common stock at the time of such repurchase. With respect
to repurchases of the Company’s common stock effected concurrently
with the pricing of the offering, the Company expects to repurchase
such shares from purchasers of Notes in the offering at a purchase
price per share equal to the closing price per share of the
Company’s common stock on the date of the pricing of the offering.
These repurchases could increase, or prevent a decrease in, the
market price of the Company’s common stock prior to or concurrently
with the pricing of the Notes, and could result in a higher
effective conversion price for the Notes.
The exact timing and terms of the offering will depend on market
conditions and other factors. Neither the Notes nor any shares of
the Company’s common stock issuable upon conversion of the Notes
have been or are expected to be registered under the Securities Act
or the securities laws of any other jurisdiction and may not be
offered or sold in the United States absent registration or an
applicable exemption from such registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful.
About Synaptics Incorporated: Synaptics is the
pioneer and leader of the human interface revolution, bringing
innovative and intuitive user experiences to intelligent devices.
Synaptics’ broad portfolio of touch, display, and biometrics
products is built on the company’s rich R&D, extensive IP and
dependable supply chain capabilities. With solutions designed for
mobile, PC and automotive industries, Synaptics combines ease of
use, functionality and aesthetics to enable products that help make
our digital lives more productive, secure and enjoyable.
(NASDAQ:SYNA)
Forward-Looking Statements: This press release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements, including, without limitation, statements about the
Company’s expected use of proceeds, relate to Synaptics
Incorporated’s current expectations, beliefs, projections and
similar expressions concerning matters that are not historical
facts and are not guarantees of future performance. Forward-looking
statements involve uncertainties, risks, assumptions and
contingencies, many of which are outside Synaptics Incorporated’s
control that may cause actual results to differ materially from
those described in or implied by any forward-looking statements.
All forward-looking statements are based on currently available
information and speak only as of the date on which they are made.
Synaptics Incorporated assumes no obligation to update any
forward-looking statement made in this press release that becomes
untrue because of subsequent events, new information or otherwise,
except to the extent it is required to do so in connection with its
ongoing requirements under Federal securities laws. For a further
discussion of factors that could cause Synaptics Incorporated’s
future results to differ materially from any forward-looking
statements, see the section entitled "Risk Factors" in Synaptics
Incorporated’s Annual Report on Form 10-K for the year ended June
25, 2016 and other risks described in documents filed by Synaptics
Incorporated from time to time with the Securities and Exchange
Commission.
For further information, please contact:
Ann Minooka, Synaptics Incorporated
+1-408-904-1673
ann.minooka@synaptics.com
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