- Amended Statement of Ownership: Solicitation (SC 14D9/A)
January 10 2012 - 12:19PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
(Amendment No. 3)
Solicitation/Recommendation Statement under
Section 14(d)(4) of the
Securities Exchange Act of 1934
ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED
(Name of Subject Company)
ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00752J 10 8
(CUSIP Number of Class of Securities)
Mark V.B. Tremallo
Vice President, General Counsel and Secretary
Advanced Analogic
Technologies Incorporated
3230 Scott Boulevard
Santa Clara, California 95054
(408) 737-4600
(Name, address and telephone number of person
authorized to receive notices and communications on behalf
of the person(s) filing statement)
With copies to:
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Mark L. Reinstra, Esq.
Wilson Sonsini Goodrich & Rosati
Professional
Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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Robert T. Ishii, Esq.
Wilson Sonsini Goodrich & Rosati
Professional
Corporation
One Market Street
Spear Tower, Suite 3300
San Francisco, California
94105
(415) 947-2000
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Check the box if the filing relates solely to
preliminary communications made before the commencement of a tender offer.
This Amendment No. 3 amends and supplements the Solicitation/Recommendation Statement
on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the
SEC
) on December 9, 2011 (as the same may further be amended or supplemented from time to time, the
Schedule 14D-9
) by
Advanced Analogic Technologies Incorporated, a Delaware corporation (
AATI
), relating to the tender offer by PowerCo Acquisition Corp., a Delaware corporation (
Offeror
) and a wholly owned subsidiary of Skyworks
Solutions, Inc., a Delaware corporation (
Skyworks
), disclosed in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, as amended, the
Schedule TO
), filed by Offeror and Skyworks
with the Securities and Exchange Commission (the
SEC
) on December 9, 2011, and pursuant to which Offeror is offering to purchase all outstanding shares of the common stock, $0.001 par value per share, of AATI (the
Shares
or the
Common Stock
) at a price of $5.80 per Share, net to the seller in cash, without interest, and subject to any required withholdings of taxes (such amount per share or any greater amount paid
pursuant to the offer, the
Offer Price
), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 9, 2011 (as the same may further be amended or supplemented from time to time, the
Offer to Purchase
), and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the
Offer
). The Offer to Purchase and
Letter of Transmittal were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively. Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.
All information in the Schedule 14D-9 is incorporated into this Amendment No. 3 by reference, except that such information is
hereby amended to the extent specifically provided herein.
This Amendment No. 3 is being filed to reflect certain
updates as reflected below.
Item 8.
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Additional Information
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Item 8
is further amended and supplemented by including the following at the end thereof:
The Offer expired at 12:00 midnight, Eastern Standard Time, at the end of Monday, January 9, 2012. According to BNY Mellon
Shareowner Services, the depositary for the Offer, based on preliminary information as of 12:00 midnight, Eastern Standard Time, at the end of Monday, January 9, 2012, approximately 42,861,222
Shares were tendered pursuant to the Offer
and not withdrawn, 5,096,232
of which were presented pursuant to notices of guaranteed delivery. Assuming all Shares tendered pursuant to guaranteed delivery procedures are delivered, approximately 96.7% of all outstanding Shares have been
tendered (the percentage is 85.2% if guaranteed delivery Shares are not taken into account). Therefore, the Minimum Condition has been satisfied. Offeror has accepted all tendered Shares for payment pursuant to the terms of the Offer and will
promptly pay for such Shares.
On January 10, 2012, in addition to announcing the expiration and results of the Offer,
Skyworks announced in a press release that Offeror has notified AATI of its intent to exercise its option under the merger agreement to purchase a sufficient number of newly issued Shares to ensure ownership of at least 90% of the outstanding
Shares. Skyworks also announced that, to complete the acquisition of 100% of the Shares, Skyworks intends to effect a short-form merger in which Offeror will merge with and into AATI, with AATI surviving the merger and continuing as a wholly owned
subsidiary of Skyworks.
On January 10, 2012, Skyworks issued a press release which is filed as Exhibit (a)(5)(C) and
incorporated herein by reference.
Item 9
of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
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Exhibit
Number
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Description
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(a)(5)(C)
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Press release issued by Skyworks on January 10, 2012*
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* Filed herewith.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED
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Date: January 10, 2012
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By:
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/
S
/ D
AVID
J.
A
LDRICH
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David J. Aldrich
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President and Chief Executive Officer
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INDEX TO EXHIBITS
The following exhibits are filed herewith:
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Exhibit
Number
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Description
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(a)(5)(C)
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Press release issued by Skyworks on January 10, 2012*
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* Filed herewith.
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