Acquisition Expected to Strengthen Cirrus
Logic’s Leadership Position in Audio ICs and Software for Portable
Audio Applications
Cirrus Logic, Inc. (NASDAQ : CRUS) and Wolfson
Microelectronics plc (LSE : WLF or WLF.L) today announced the
terms of a recommended transaction under which Cirrus Logic would
acquire Wolfson at a price of £2.35 per share in cash, implying an
enterprise value of £278 million, or approximately $467 million.
The transaction, if approved, is expected to strengthen Cirrus
Logic’s ability to expand its customer base with highly
differentiated, end-to-end audio solutions for portable audio
applications. The transaction will be financed by a combination of
existing cash on Cirrus Logic’s balance sheet and $225 million in
debt funding.
“Wolfson has a rich history of audio innovation, a broad catalog
of audio products and a first class customer list,” said Jason
Rhode, Cirrus Logic President and Chief Executive Officer.
“This acquisition strengthens Cirrus Logic’s core business as
a leader in audio signal processing components, enhances our
ability to differentiate our products with software, and adds new
product categories such as MEMS microphones to our portfolio.”
“The Board of Wolfson believes that this is an attractive offer
for Wolfson shareholders,” said Michael Ruettger, Chairman of the
Board of Wolfson Microelectronics. “We believe this reflects the
hard work that Mike Hickey and his team have put into building
Wolfson as a leader in the supply of high performance Audio Hubs
and MEMS microphones to the consumer electronics market. Together
with Cirrus Logic, we believe this will create a powerful platform
for future growth, above and beyond our standalone potential.”
The acquisition is expected to be completed in the second half
of 2014. Cirrus Logic expects the acquisition to be accretive to
non-GAAP earnings per share in the first full quarter after the
transaction closes (excluding the impact of one-time integration
and acquisition related costs). The transaction is subject to
regulatory approvals and the approval of Wolfson shareholders.
Additional details about the transaction are available at the
Investor Relations section of Cirrus Logic’s website at
investor.cirrus.com.
Conference call
Cirrus Logic will host a conference call today at 7:00 a.m. CDT
/ 1:00 p.m. London time to discuss this announcement. Participants
may listen to the conference call on the Cirrus Logic investor
relations website or by dialing (253) 237-1153 or toll free at
(877) 392-9886 (Access Code: 34114274).
A replay of the conference call will be available on the Cirrus
Logic investor relations website beginning approximately two hours
following the completion of the call, or by dialing (404) 537-3406
or toll free at (855) 859-2056 (Access Code: 34114274).
About Cirrus Logic, Inc.:
Cirrus Logic develops high-precision, analog and mixed-signal
integrated circuits for a broad range of innovative customers.
Building on its diverse analog and signal-processing patent
portfolio, Cirrus Logic delivers highly optimized products for a
variety of audio and energy-related applications. The company
operates from headquarters in Austin, Texas, with offices in
Phoenix, Ariz., Europe, Japan and Asia. More information about
Cirrus Logic is available at www.cirrus.com.
About Wolfson Microelectronics plc:
Wolfson Microelectronics plc is a global leader in the supply of
high performance, mixed-signal semiconductor devices and audio
solutions to the consumer electronics market. In the home, in the
office and on the move, Wolfson’s innovative technology can be
found at the heart of many of the world’s leading digital consumer
goods, including premier hi-fi equipment, smartphones, mobile
phones, tablet computers, MP3 players, televisions, digital still
cameras and gaming.
Wolfson’s headquarters are located in Edinburgh, UK. Wolfson’s
customers are located worldwide, and so is Wolfson, with design
centers, sales offices, applications teams and engineering
expertise across Europe, the US, Australia and Asia.
Cirrus Logic, Cirrus and the Cirrus Logic logo are registered
trademarks of Cirrus Logic, Inc. Other brand names or trademarks
belong to their respective holders. © 2014 Cirrus Logic, Inc. All
rights reserved.
Forward-Looking Statements
Except for historical information contained herein, this news
release contains forward-looking statements, including statements
related to the recommended transaction under which Cirrus Logic
would acquire Wolfson (the “Acquisition”), the anticipated closing
of the Acquisition; the effect of the Acquisition on our earnings
per share; future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; business
and management strategies and the expansion and growth of Cirrus
Logic’s or Wolfson’s operations and potential synergies resulting
from the Acquisition; and the effects of government regulation on
Cirrus Logic’s or Wolfson’s business. In some cases,
forward-looking statements are identified by words such as
“expect,” “anticipate,” “target,” “project,” “believe,” “goals,”
“opportunity,” “estimates,” “intend,” and variations of these types
of words and similar expressions. In addition, any statements that
refer to our plans, expectations, strategies or other
characterizations of future events or circumstances are
forward-looking statements. These forward-looking statements are
based on our current expectations, estimates and assumptions and
are subject to certain risks and uncertainties that could cause
actual results to differ materially. These risks and uncertainties
include, but are not limited to, the risk of failing to complete
the Acquisition and the risk of failing to successfully integrate
Wolfson into the business and operations of Cirrus Logic following
the Acquisition; and the risk factors listed in our Form 10-K for
the year ended March 30, 2013, and in our other filings with the
Securities and Exchange Commission, which are available at
www.sec.gov. The foregoing information is as of the date of this
news release, and we undertake no obligation to update or revise
any forward-looking statements, whether as a result of new
developments or otherwise.
No Offer or Solicitation
This news release is not intended to and does not constitute or
form part of an offer or invitation to purchase or otherwise
acquire any securities or the solicitation of any vote or approval
in any jurisdiction in contravention of applicable law.
U.S.Cirrus Logic, Inc.Bill Schnell,
512-851-4084bill.schnell@cirrus.comorStrategic Communications,
Inc.Angie Hatfield,
425-941-2895ahatfield@strategiccom.bizorU.K.AxiComHelen
Ridgway, +(44) 07711 837 345helen.ridgway@axicom.com
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