Friday, June 26, 2009

CSR plc completes acqusition of SiRF

"CSR plc (LSE: CSR.L) announces that it has completed the merger of SiRF Technology Holdings, Inc. ("SiRF"), a global leader in GPS technology, with a subsidiary of the Company.

Joep van Beurden, Chief Executive Officer of CSR said: "We are very pleased to announce the completion of the merger with SiRF. This transaction provides us with a leading capability in GPS that complements our leading Bluetooth and Wi-Fi capabilities. We offer a comprehensive portfolio of world class wireless connectivity solutions as well as market leading location technologies to our customers.

"We are extremely excited about this transaction and look forward to supporting the existing and future needs of our joint customer base across multiple markets. Following the significant amount of planning we have undertaken for the integration of the two companies, I am confident of achieving at least $35m of synergies over the next 60 days. Our aim is to launch our combined product roadmap shortly."

CSR's second quarter results are expected to be announced in late July 2009 at which time the Company will provide an update on the progress of the integration of SiRF."

Background: On 9 February 2009, CSR and SiRF entered into a definitive Merger Agreement. Under the Merger Agreement, which is subject to a number of conditions, including the approval of SiRF Shareholders and CSR Shareholders at the Shareholder Meetings, Shannon Acquisition Sub, Inc., CSR’s wholly-owned subsidiary, will merge with and into SiRF, resulting in SiRF becoming a wholly-owned subsidiary of CSR. In the Merger, SiRF Shareholders will receive 0.741 of a New Ordinary Share for each SiRF Share they own as of the effective date of the Merger. Based on the closing share price for CSR Ordinary Shares and SiRF Shares on 9 February 2009, the exchange ratio values each SiRF Share at $2.06, representing a total consideration of approximately $136 million or £91 million (assuming US Dollar to Sterling exchange rate of $1.494: £1).The total consideration represents a SiRF enterprise value (calculated as SiRF’s implied market capitalisation based on the exchange ratio minus total cash and cash equivalents) of approximately $20.2 million. Based on the closing price of CSR Ordinary Shares of 336.75p as of 22 June 2009, and converted to a price in US Dollars of $5.54(using a US Dollar to Sterling exchange rate of $1.6453: £1 as of 22June 2009), the transaction implies on equity value for SiRF of$279million.