MACOM Technology Solutions Holdings, Inc. (NASDAQ: MTSI)
(“MACOM”), a leading supplier of high-performance RF, microwave,
millimeterwave, and lightwave semiconductor products, today
announced that it has accepted for exchange all 64,466,896 shares
of the common stock of Applied Micro Circuits Corporation (NASDAQ:
AMCC) (“AppliedMicro”) validly tendered into the previously
announced exchange offer by a wholly owned subsidiary of MACOM to
acquire all of the outstanding shares of AppliedMicro for the
agreed consideration of $3.25 in cash and 0.1089 shares of MACOM
common stock for each share of AppliedMicro common stock. The
shares accepted represent approximately 73.6% of AppliedMicro’s
outstanding shares of common stock.
The exchange offer expired at midnight, 12:00 a.m. Eastern, at
the end of January 25, 2017.
As previously announced MACOM will acquire the remaining
outstanding shares of AppliedMicro’s common stock through a merger
of AppliedMicro with and into a direct wholly owned subsidiary of
MACOM, which MACOM expects to complete prior to the opening of
trading on NASDAQ on Friday, January 27, 2017.
First Quarter Fiscal Year 2017 Financial Results
In addition, MACOM today announced it will release first quarter
Fiscal Year 2017 financial results on Tuesday, January 31, 2017
after the market closes. Following the press release, John Croteau,
President and Chief Executive Officer, and Bob McMullan, Senior
Vice President and Chief Financial Officer, will host a live audio
webcast and conference call at 5:00 p.m. Eastern Time.
First Quarter Fiscal Year 2017
Conference Call and Webcast Information: Date:
Tuesday, January 31, 2017
Time: 5:00 p.m. Eastern TimeConference Call Number:
1-877-837-3908International Call Number:
+1-973-872-3000Pass Code: 46453715
The conference call replay will be available for at least five
business days, beginning two hours after the call. The replay
dial-in number is 1-855-859-2056, and the pass code is
46453715. International callers should dial +1-404-537-3406
and enter the same pass code at the prompt. Additionally, the
conference call will broadcast live over the Internet and can be
accessed by all interested parties for approximately 90 days in the
Investor Relations section of the Company’s website at
http://ir.macom.com/.
About MACOM
MACOM enables a better-connected and safer world by delivering
breakthrough semiconductor technologies for optical, wireless and
satellite networks that satisfy society’s insatiable demand for
information.
Today, MACOM powers the infrastructure that millions of lives
and livelihoods depend on every minute to communicate, transact
business, travel, stay informed and be entertained. Our technology
increases the speed and coverage of the mobile Internet and enables
fiber optic networks to carry previously unimaginable volumes of
traffic to businesses, homes and datacenters.
Keeping us all safe, MACOM technology enables next-generation
radars for air traffic control and weather forecasting, as well as
mission success on the modern networked battlefield.
MACOM is the partner of choice to the world’s leading
communications infrastructure, aerospace and defense companies,
helping solve their most complex challenges in areas including
network capacity, signal coverage, energy efficiency and field
reliability, through its best-in-class team and broad portfolio of
analog RF, microwave, millimeterwave, and lightwave semiconductor
products.
MACOM is a pillar of the semiconductor industry, thriving for
more than 60 years of daring to change the world for the better,
through bold technological strokes that deliver true competitive
advantage to customers and superior value to investors.
Headquartered in Lowell, Massachusetts, MACOM is certified to
the ISO9001 international quality standard and ISO14001
environmental management standard. MACOM has design centers and
sales offices throughout North America, Europe, Asia and
Australia.
MACOM, M/A-COM, M/A-COM Technology Solutions, M/A-COM Tech,
Partners in RF & Microwave, and related logos are trademarks of
MACOM. All other trademarks are the property of their respective
owners. For more information about MACOM, please visit
www.macom.com follow @MACOMtweets on Twitter, join MACOM on
LinkedIn, or visit the MACOM YouTube Channel.
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on
MACOM management's beliefs and assumptions and on information
currently available to our management. Forward-looking statements
include, among others, statements concerning the AppliedMicro
transaction, including those regarding any impact on MACOM and its
results of operations due to the acquisition, MACOM’s execution of
its announced strategies regarding the acquisition, realization of
synergies and proposed divestiture activity. Forward-looking
statements include all statements that are not historical facts and
generally may be identified by terms such as "anticipates,"
"believes," "could," "estimates," "expects," "intends," "may,"
"plans," "potential," "predicts," "projects," "seeks," "should,"
"will," "would" or similar expressions and the negatives of those
terms.
Forward-looking statements contained in this press release
reflect MACOM's current views about future events and are subject
to risks, uncertainties, assumptions and changes in circumstances
that may cause those events or our actual activities or results to
differ materially from those expressed in any forward-looking
statement. Although MACOM believes that the expectations reflected
in the forward-looking statements are reasonable, it cannot and
does not guarantee future events, results, actions, levels of
activity, performance or achievements, including the successful
closing of the AppliedMicro transaction. Readers are cautioned not
to place undue reliance on these forward-looking statements. A
number of important factors could cause actual results to differ
materially from those indicated by the forward-looking statements,
including, among others, delays or inability to close the
AppliedMicro transaction, costs associated with the AppliedMicro
transaction, tender offer and financing of the AppliedMicro
transaction, delays or inability to halt, suspend or cease trading
of AppliedMicro on Nasdaq, delays or inability to engage with
potential buyers of the Compute business or complete any of the
anticipated divestiture and restructuring activities, matters
arising in connection with the parties' efforts to comply with and
satisfy applicable regulatory approvals and closing conditions
relating to the AppliedMicro transaction, delays in or inability to
complete anticipated divestiture and restructuring activities,
disruption or disputes with buyers, employees, customers, suppliers
or licensors arising from the acquisition or related divestiture
activity, failure to achieve expected synergies and other
anticipated benefits of the AppliedMicro transaction, disruption to
our business following the AppliedMicro transaction, the potential
for weakness or less than expected strength in our catalog
business, continued weakness in our Networks business or any of our
other primary end markets, or in the optical networking market
generally or PON, Enterprise or Cloud Data Center applications
specifically, lower than expected demand in any or all of our large
OEM customers based on macro-economic weakness or otherwise, the
potential for defense spending cuts, program delays, cancellations
or sequestration, failures or delays by customers in winning
business or to make purchases from us in support of such business,
inability to support customers with the requisite semiconductor
content for optical or other networks, lower than expected adoption
by customers and industries we serve of MASec, or single-Lambda
PAM4 solutions or any other solution offered by us, lower than
expected utilization and absorption in our manufacturing
facilities, lack of success or slower than expected success in our
new product development efforts, loss of business due to
competitive factors, product or technology obsolescence, customer
program shifts or otherwise, lower than anticipated or slower than
expected customer acceptance of our new product introductions, the
potential for a shift in the mix of products sold in any period
toward lower-margin products or a shift in the geographical mix of
our revenues, the potential for increased pricing pressure based on
competitive factors, technology shifts or otherwise, the impact of
any executed or abandoned acquisition, divestiture or restructuring
activity, the impact of supply shortages or other disruptions in
our internal or outsourced supply chain, the relative success of
our cost-savings initiatives, the potential for inventory
obsolescence and related write-offs, the expense, business
disruption or other impact of any current or future investigations,
administrative actions, litigation or enforcement proceedings we
may be involved in, and the impact of any claims of intellectual
property infringement or misappropriation, which could require us
to pay substantial damages for infringement, expend significant
resources in prosecuting or defending such matters or developing
non-infringing technology, incur material liability for royalty or
license payments, or prevent us from selling certain of our
products, as well as those factors described in “Risk Factors” in
MACOM's filings with the Securities and Exchange Commission (SEC),
including its Annual Report on Form 10-K for the fiscal year ended
September 30, 2016 as filed with the SEC on November 17, 2016, the
Registration Statement on Form S-4 as filed with the SEC on
December 21, 2016 and Amendment No. 1 to the Registration Statement
on Form S-4 filed with the SEC on January 18, 2017 and those
factors described in “Risk Factors” in AppliedMicro’s filings with
the SEC, including its Annual Report on Form 10-K for the fiscal
year ended March 31, 2016 as filed with the SEC on May 20, 2016,
its Quarterly Report on 10-Q for the quarter ended June 30, 2016 as
filed with the SEC on August 3, 2016 and its Quarterly Report on
10-Q for the quarter ended September 30, 2016 as filed with the SEC
on November 2, 2016. MACOM undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20170126005617/en/
Company Contact:MACOM Technology Solutions Holdings,
Inc.Stephen Ferranti, 978-656-2977Vice President of
IRstephen.ferranti@macom.comorInvestor Relations
Contacts:Leanne K. Sievers, 949-224-3874EVP, Investor
Relationslsievers@sheltongroup.comorBrett L. Perry,
214-272-0070Vice President, Investor
Relationssheltonir@sheltongroup.com
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