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 successfully completed its previously
announced acquisition of Applied Micro Circuits Corporation
(NASDAQ: AMCC) (“AppliedMicro”).
John Croteau, MACOM’s President and Chief Executive Officer
stated, “I am pleased to announce the completion of this
transaction. AppliedMicro’s leadership in MACsec and 100G to 400G
single-Lambda PAM4 positions MACOM as a preferred supplier to major
Enterprise and Cloud Data Center providers, many of whom are
adopting the technologies this year. MACOM will now be able to
support customers with all of the requisite semiconductor content
for optical networks—analog, photonic and mixed signal PHY—from the
switch to fiber for long haul, metro, access, backhaul and data
centers.”
Commenting further Mr. Croteau noted, “With the transaction now
closed, MACOM plans to promptly engage with previously identified
potential buyers toward a near-term divestment of AppliedMicro’s
well-positioned Compute business. As previously stated, this
portion of the business does not strategically align with our
long-term product focus, but we feel confident a successful
transaction can be consummated.”
Exchange Offer Information
The exchange offer to acquire all of the issued and outstanding
shares of AppliedMicro common stock in exchange for $3.25 in cash
and 0.1089 shares of MACOM common stock per share, in each case,
without interest and less any applicable withholding, expired at
12:00 a.m. midnight, Eastern time, at the end of January 25, 2017.
The depositary for the exchange offer has informed MACOM that a
total of 64,466,896 shares of AppliedMicro common stock,
representing approximately 73.6% of AppliedMicro’s outstanding
shares of common stock, were validly tendered and not validly
withdrawn pursuant to the exchange offer. All shares that were
validly tendered and not validly withdrawn in the exchange offer
have been accepted for payment in accordance with the terms of the
exchange offer and applicable law.
After the successful completion of the exchange offer for all
outstanding shares of AppliedMicro, a wholly owned subsidiary of
MACOM has been merged with and into AppliedMicro, followed by a
merger of AppliedMicro with and into another MACOM subsidiary. As a
result of the completed mergers, AppliedMicro became a wholly owned
subsidiary of MACOM. In connection with the merger, all shares of
AppliedMicro common stock not validly tendered into the exchange
offer have been cancelled and converted into the right to receive
merger consideration in the same amounts offered in the exchange
offer. Under Section 251(h) of the General Corporation Law of the
State of Delaware, no vote of AppliedMicro’s stockholders was
required to consummate the merger. AppliedMicro shares will cease
to be traded on the NASDAQ Global Select Market.
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. 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, costs associated with the AppliedMicro
transaction, delays or inability to halt, suspend or cease trading
of AppliedMicro on Nasdaq, delays in or inability to engage with
potential buyers of the Compute business or complete any of the
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, failure to successfully
integrate the AppliedMicro business or operations, disruption to
our business following the AppliedMicro transaction, the potential
for weakness or less than expected strength in our catalog
business, 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 from any 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 MACSec, or single-Lambda PAM4 solutions or
any other solution offered by us, slower than expected build-out of
100G and 400G optical networks, 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/20170126006130/en/
Company Contacts: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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