Skyworks Solutions, Inc. (NASDAQ:SWKS), an innovator of high
reliability analog and mixed signal semiconductors enabling a broad
range of end markets, today signed a definitive agreement to
purchase Advanced Analogic Technologies Incorporated (NASDAQ:AATI),
an analog semiconductor company focused on enabling
energy-efficient devices for consumer electronics, computing and
communications markets. This acquisition expands Skyworks’
portfolio with highly complementary analog semiconductor products
including battery chargers, DC/DC converters, voltage regulators
and LED drivers. The analog power management market is expected to
grow to $12.1 billion in 2014, up from $9.9 billion in 2010
according to Gartner market research.
“Skyworks’ acquisition of Advanced Analogic Technologies will
enable us to further capitalize on our strong smart phone, tablet,
set-top box and infrastructure positions with an expanded and
differentiated product portfolio while accelerating our entry into
new vertical markets,” said David J. Aldrich, president and chief
executive officer of Skyworks. “At a higher level, analog power
management semiconductors represent a strategic growth market for
Skyworks as our customers increasingly demand both ubiquitous
wireless connectivity and power optimization across seemingly every
kind of electronic platform. With Advanced Analogic Technologies,
Skyworks will be well positioned to address these massive twin
market opportunities leveraging our broad customer relationships,
innovative product portfolios and increasing operational
scale.”
“The Advanced Analogic Technologies team is excited to be
joining forces with Skyworks given their leadership market
positions coupled with scale advantages,” said Richard K. Williams,
president, chief executive officer and chief technical officer of
Advanced Analogic Technologies. “Both companies share a common
vision of the enormity and growth potential of the analog
semiconductor market. Together, we can better address our
customers’ demand for highly integrated power management solutions
across a broader range of markets and applications. We believe this
transaction will benefit our customers, employees and, most
importantly, our shareholders.”
Skyworks has entered into a definitive agreement to acquire
Advanced Analogic Technologies for a nominal price of $6.13 per
share, representing a 52 percent premium to Advanced Analogic
Technologies’ 30-day trailing average. The $6.13 nominal share
price consists of $3.68 per share in cash and .08725 of a share of
Skyworks common stock for each outstanding share of Advanced
Analogic Technologies common stock. The amount of stock is based
upon the average closing price of Skyworks common stock over the
30-trading days prior to May 26, 2011. At that average price, the
stock component of the price has a nominal value of $2.45. The
value of the stock component will be tested again at closing, based
on the average closing price of Skyworks common stock during the
five trading days prior to the closing. If the average pre-closing
value is lower than $2.45, the amount of cash per share will be
increased by the difference, and if the average pre-closing value
is higher than $2.45, the amount of cash per share will be reduced
by the difference, to maintain a calculated nominal value of $6.13
per Advanced Analogic Technologies share in either case.
The transaction is subject to approval by Advanced Analogic
Technologies’ shareholders. The transaction is also subject to
other customary closing conditions, including the receipt of
applicable regulatory approvals. Excluding any non-recurring
acquisition related charges and amortization of acquired
intangibles, Skyworks expects the acquisition to be immediately
accretive to non-GAAP earnings post-closing and will finalize
estimates of the transaction’s financial impact, as well as the
accounting for the transaction, upon deal close.
Skyworks Conference Call
Skyworks will be hosting a conference call today, May 26, at
5:30 p.m. Eastern time to discuss the acquisition. To listen to the
conference call via the Internet, please visit the investor
relations section of Skyworks' Web site. To listen to the
conference call via telephone, please call 888-600-4864 (domestic)
or 913-312-1521 (international), confirmation code: 9709055.
Playback of the conference call will begin at 8:30 p.m. Eastern
time on May 26, and end at 9:00 p.m. Eastern time on June 2. The
replay will be available on Skyworks' Web site or by calling
888-203-1112 (domestic) or 719-457-0820 (international), pass code:
9709055.
About Advanced Analogic Technologies
Advanced Analogic Technologies Incorporated (AATI), or
AnalogicTech, develops advanced semiconductor system solutions that
play a key role in the continuing evolution of feature-rich, energy
efficient electronic devices. The company focuses on addressing the
application-specific power management needs of consumer devices
such as mobile handsets, digital cameras, tablets, notebooks, TV
and LCD displays, as well as devices in a broad range of
industrial, medical and telecom applications. AATI also licenses
device, process, package, and application-related technologies.
Headquartered in Silicon Valley, AATI has design centers in Santa
Clara and Shanghai, and Asia-based operations and logistics. For
more information, please visit www.analogictech.com.
About Skyworks
Skyworks Solutions, Inc. is an innovator of high reliability
analog and mixed signal semiconductors. Leveraging core
technologies, Skyworks offers diverse standard and custom linear
products supporting automotive, broadband, cellular infrastructure,
energy management, industrial, medical, military and mobile handset
applications. The Company’s portfolio includes amplifiers,
attenuators, detectors, diodes, directional couplers, front-end
modules, hybrids, infrastructure RF subsystems,
mixers/demodulators, phase shifters, PLLs/synthesizers/VCOs, power
dividers/combiners, receivers, switches and technical ceramics.
Headquartered in Woburn, Mass., Skyworks is worldwide with
engineering, manufacturing, sales and service facilities throughout
Asia, Europe and North America. For more information, please visit
Skyworks’ Web site at: www.skyworksinc.com.
Safe Harbor Statement
This news release includes "forward-looking statements" intended
to qualify for the safe harbor from liability established by the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements include without limitation information
relating to future results and expectations of Skyworks (including
without limitation certain projections and business trends).
Forward-looking statements can often be identified by words such as
"anticipates," "expects," "forecasts," "intends," "believes,"
"plans," "may," "will," or "continue," and similar expressions and
variations or negatives of these words. All such statements are
subject to certain risks, uncertainties and other important factors
that could cause actual results to differ materially and adversely
from those projected, and may affect our future operating results,
financial position and cash flows.
These risks, uncertainties and other important factors include,
but are not limited to: whether we are able to satisfy the closing
conditions and close our acquisition of SiGe Semiconductor and/or
Advanced Analogic Technologies; whether we are able to successfully
integrate SiGe Semiconductor's and/or Advanced Analogic
Technologies’ operations; uncertainty regarding global economic and
financial market conditions; the susceptibility of the wireless
semiconductor industry and the markets addressed by our, and our
customers', products to economic downturns; the timing,
rescheduling or cancellation of significant customer orders and our
ability, as well as the ability of our customers, to manage
inventory; losses or curtailments of purchases or payments from key
customers, or the timing of customer inventory adjustments; the
availability and pricing of third party semiconductor foundry,
assembly and test capacity, raw materials and supplier components;
changes in laws, regulations and/or policies in the United States
that could adversely affect financial markets and our ability to
raise capital; our ability to develop, manufacture and market
innovative products in a highly price competitive and rapidly
changing technological environment; economic, social and political
conditions in the countries in which we, our customers or our
suppliers operate, including security and health risks, possible
disruptions in transportation networks and fluctuations in foreign
currency exchange rates; fluctuations in our manufacturing yields
due to our complex and specialized manufacturing processes; delays
or disruptions in production due to equipment maintenance, repairs
and/or upgrades; our reliance on several key customers for a large
percentage of our sales; fluctuations in the manufacturing yields
of our third party semiconductor foundries and other problems or
delays in the fabrication, assembly, testing or delivery of our
products; our ability to timely and accurately predict market
requirements and evolving industry standards, and to identify
opportunities in new markets; uncertainties of litigation,
including potential disputes over intellectual property
infringement and rights, as well as payments related to the
licensing and/or sale of such rights; our ability to rapidly
develop new products and avoid product obsolescence; our ability to
retain, recruit and hire key executives, technical personnel and
other employees in the positions and numbers, with the experience
and capabilities, and at the compensation levels needed to
implement our business and product plans; lengthy product
development cycles that impact the timing of new product
introductions; unfavorable changes in product mix; the quality of
our products and any remediation costs; shorter than expected
product life cycles; problems or delays that we may face in
shifting our products to smaller geometry process technologies and
in achieving higher levels of design integration; and our ability
to continue to grow and maintain an intellectual property portfolio
and obtain needed licenses from third parties, as well as other
risks and uncertainties, including but not limited to those
detailed from time to time in our filings with the Securities and
Exchange Commission.
These forward-looking statements are made only as of the date
hereof, and we undertake no obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise.
Note to Editors: Skyworks and Skyworks Solutions are trademarks
or registered trademarks of Skyworks Solutions, Inc. or its
subsidiaries in the United States and in other countries. All other
brands and names listed are trademarks of their respective
companies.
Additional Information about the Transaction and Where to
Find It
Skyworks plans to file with the Securities and Exchange
Commission (“SEC”) Registration Statements on Form S-4 and S-8 in
connection with the transaction and Advanced Analogic Technologies
plans to file with the SEC and mail to its stockholders a Proxy
Statement/Prospectus in connection with the transaction. The
Registration Statements and the Proxy Statement/Prospectus will
contain important information about Skyworks, Advanced Analogic
Technologies, the transaction and related matters. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS AND
PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE.
Investors and security holders will be able to obtain free
copies of the Registration Statements and the Proxy
Statement/Prospectus and other documents filed with the SEC by
Skyworks and Advanced Analogic Technologies through the website
maintained by the SEC at http://www.sec.gov.
In addition, investors and security holders will be able to
obtain free copies of the Registration Statements and Proxy
Statement/Prospectus from Skyworks by contacting Skyworks’ Investor
Relations at (949) 231-4700, or by accessing Skyworks’ investor
relations website at http://www.skyworksinc.com; or from Advanced
Analogic Technologies by contacting Advanced Analogic Technologies’
Investor Relations at The Blueshirt Group, Lisa Laukkanen, at (415)
217-4967 or by accessing Advanced Analogic Technologies’ investor
relations website at http://www.analogictech.com.
Participants in the Solicitation
Skyworks and Advanced Analogic Technologies, and their
respective directors and executive officers, may be deemed to be
participants in the solicitation of proxies in respect of the
transactions contemplated by the merger agreement. Information
about the directors and executive officers of Skyworks and Advanced
Analogic Technologies are set forth in Skyworks’ and Advanced
Analogic Technologies’ most recent Form 10-K/A, which were filed
with the SEC on January 31, 2011 and May 2, 2011, respectively, as
well as Skyworks’ proxy statement dated, and filed with the SEC on,
April 7, 2011. Investors may obtain additional information
regarding the interest of Skyworks and its directors and officers,
and Advanced Analogic Technologies and its directors and executive
officers in the proposed transaction, by reading the Registration
Statements and Proxy Statement/Prospectus regarding the transaction
when it becomes available.
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