Friday, September 18, 2009

Leadis Technology Announces Approval of Plan of Dissolution

SUNNYVALE, CA--(Marketwire - September 18, 2009) - Leadis Technology, Inc. (NASDAQ: LDIS) today announced that its Board of Directors (the "Board") has determined, after consideration of potential strategic alternatives, that it is in the best interests of the Company and its stockholders to liquidate the Company's assets and to dissolve the Company. In connection with this determination, the Company's Board has unanimously approved a Plan of Dissolution of the Company (the "Plan of Dissolution") subject to stockholder approval. The Company intends to hold a special meeting of the stockholders to seek approval of the Plan of Dissolution and intends to file a proxy statement with the Securities and Exchange Commission expeditiously.

The Plan of Dissolution contemplates an orderly wind down of the Company's business and operations. If the Company's stockholders approve the Plan of Dissolution, the Company intends to file a certificate of dissolution, satisfy or resolve its remaining liabilities and obligations, including contingent liabilities and costs associated with the liquidation and dissolution, make reasonable provisions for unknown claims and liabilities, and make distributions to its stockholders of cash available for distribution, subject to applicable legal requirements. Following stockholder approval of the Plan of Dissolution and the filing of the certificate of dissolution, the Company plans to delist its common stock from the NASDAQ Global Market.

The Company has analyzed its liquidation value and currently estimates that the aggregate amount of liquidating distributions to stockholders will range from $0.93 to $1.20 per share. The total amount of these distributions, however, may vary substantially from this estimate based on a number of factors, including the resolution of outstanding known and contingent liabilities, the possible assertion of claims that are currently unknown to the Company and costs incurred to wind down the Company's business. As a result, stockholders may receive substantially less than the current estimates.

The Company also today announced that it received a deficiency notice from The NASDAQ Stock Market on September 15, 2009. The notice, in accordance with NASDAQ Marketplace Rule 4450(a)(5) "Minimum Bid Price Requirement," states that the Company's common stock has closed below $1.00 per share for 30 consecutive business days. In accordance with Marketplace Rule 4450(e)(2), the Company has 180 days to comply with the minimum $1.00 per share bid price requirement. The Company's common stock must meet or exceed the $1.00 share price for 10 consecutive business days before March 15, 2010 or it could be subject to delisting from the NASDAQ Global Market. This notification has no effect on the listing of the Company's common stock at this time.

Tuesday, September 15, 2009

SMSC Announces Close of Tallika Corporation Acquisition

HAUPPAUGE, N.Y.--(BUSINESS WIRE)--SMSC (NASDAQ: SMSC), a leading semiconductor company providing Smart Mixed-Signal Connectivity™ solutions, today announced that its acquisition of Tallika Corporation (Tallika) closed on September 8, 2009. Tallika’s team of approximately 50 highly skilled engineers are located in design centers in Chennai, India and Phoenix, Arizona. This team brings to SMSC a broad set of capabilities, including SoC design and software development. Under terms of the acquisition, SMSC paid approximately $3.4 million.

Tallika is expected to play a significant role in accelerating SMSC’s product roadmaps, including USB 3.0, and brings a breadth of expertise in a mix of engineering disciplines including hardware, software, systems, digital design and verification/validation.

Tuesday, September 8, 2009

Atheros to Acquire Intellon

SANTA CLARA, CA and ORLANDO, FL--(Marketwire - September 8, 2009) - Atheros Communications, Inc. (NASDAQ: ATHR) and Intellon Corporation (NASDAQ: ITLN) today announced that the companies have entered into a definitive agreement for Atheros to acquire Intellon in a stock and cash transaction valued at approximately $244 million, or $181 million net of Intellon's cash, cash equivalents and short-term investments as of June 30, 2009.
The acquisition of Intellon is another significant step by Atheros toward its goal of enabling the very best connectivity experiences across the networking, computing and mobile device markets. Intellon's powerline communications (PLC) technology operates on today's most pervasive wired medium, the home power circuit. By combining Atheros' best-in-class wireless LAN and Ethernet products with Intellon's market-leading PLC products, Atheros will further drive the adoption of universal, easy-to-use, networking solutions throughout the digital home.
"We are deeply committed to providing our customers with innovative communications solutions based on our expanding portfolio of technologies, and the addition of Intellon's market-leading PLC products further demonstrates that commitment," said Craig Barratt, president and chief executive officer of Atheros Communications. "Our unmatched combination of connectivity technologies will enable dynamic meshing of wireless and wired bandwidth, providing robust transmission of data, voice and multi-media content on the growing number of networked devices in the home."

As the leading provider of HomePlug® compatible products, Intellon's extensive experience in delivering PLC solutions has enabled it to build a strong portfolio of products and intellectual property. By leveraging the Intellon team's experience, Atheros will further expand its ability to serve the needs of the digitally-connected consumer, as well as extend its opportunities for growth in new applications and markets, including Ethernet-over-Coax and smart grid solutions.
"Having played a major role in the development and commercialization of PLC technology across the globe, and with more than 40 million chipsets shipped and 50 service provider deployments, the Intellon team is excited about the opportunity to combine its knowledge and expertise in wired networking with Atheros' leadership in wireless LAN and other network communications," said Charles E. Harris, Intellon's chief executive officer and chairman of the board. "With the cultures of innovation and commitment to customer success that both companies share, this powerful combination will bring a new level of seamless connectivity to operators and consumers alike."

Pursuant to the terms of the definitive agreement, the overall acquisition consideration consists of an amount of Atheros common stock and equivalents (including the assumption of outstanding Intellon restricted stock units and stock options) representing between 45 and 55 percent of the total consideration with the remainder paid in cash, providing an overall value of $7.30 per share based on the five-day average closing price of Atheros as of September 4, 2009. Intellon shareholders may elect to receive either: 1) approximately 0.135 shares of Atheros common stock and approximately $3.60 in cash, 2) $7.30 in cash, or 3) approximately 0.267 shares of Atheros common stock, for each share of Intellon common stock; however, each of these elections will be subject to adjustment and proration provisions (as further detailed in the definitive agreement). In the aggregate, Atheros expects to issue approximately 4.2 - 5.1 million shares of Atheros common stock and equivalents and pay approximately $115 - $141 million in cash, depending on the overall elections that are made and pursuant to the terms in the definitive agreement.

Atheros expects to close the transaction in the fourth quarter of 2009, subject to Intellon shareholder approval as well as customary closing conditions and regulatory approvals. Intellon shareholders representing approximately 22% percent of Intellon's outstanding common stock have signed an agreement to vote their shares in favor of this transaction. It is anticipated that the transaction will be accretive to Atheros' non-GAAP earnings per share in the first half of 2010.

Monday, September 7, 2009

ATIC Makes Bid to Acquire Chartered

SINGAPORE--(BUSINESS WIRE)--Advanced Technology Investment Company LLC (ATIC) of Abu Dhabi and Chartered Semiconductor Manufacturing (Chartered) of Singapore today announced a definitive agreement whereby ATIC would acquire Chartered, one of the world’s top dedicated semiconductor foundries.

Offer Details:
The proposed acquisition will be effected by way of a scheme of arrangement under section 210 of the Companies Act of Singapore, subject to the approval of Chartered shareholders and the sanction of the High Court of Singapore. The transaction is expected to close during the fourth quarter of 2009. Completion of the transaction will be subject to customary conditions, such as regulatory and shareholder approvals. Details can be found in the joint scheme announcement that has been filed with the Singapore Exchange Securities Trading Limited (SGX), as well as in the scheme document to be sent to Chartered shareholders.

Under this scheme of arrangement, each Chartered ordinary share will be acquired by ATIC for a cash consideration of S$2.68 per share. The transaction represents an equity value of approximately S$2.5 billion (US$1.8 billion) and a total value of approximately S$5.6 billion (US$3.9 billion), including debt and convertible redeemable preference shares of approximately S$3.1 billion (US$2.2 billion) as of June 30, 2009. The price represents a premium of 14.2 percent to its 30 trading-day volume weighted average price, 26.8 percent to its 90 trading-day volume weighted average price and 44.2 percent to its 6-month volume weighted average price on the SGX. The estimated amount of consideration for each American Depositary Share ("ADSs") is US$18.641. The actual amount per ADS that ADS holders will receive will depend on the applicable prevailing exchange rate, less the amount of applicable ADS depositary's fees, taxes and expenses.

ATIC is a technology investment company wholly owned by the government of Abu Dhabi. This acquisition is its second major investment in the semiconductor industry and follows the company’s March 2009 creation of GLOBALFOUNDRIES, a U.S.-headquartered, leading-edge semiconductor manufacturing company and a joint venture with AMD. The acquisition of Chartered will be made through ATIC International Investment Company LLC, a subsidiary of ATIC. Once the transaction is completed, ATIC will be the sole owner of Chartered.

The transaction will allow ATIC to build on the complementary platforms of Chartered and GLOBALFOUNDRIES, with Chartered’s customer relationships and capabilities in both 8-inch and 12-inch fabrication, and GLOBALFOUNDRIES’ advanced technology expertise, capacity profile and global footprint. “We believe that by having access to ATIC’s long-term capital and related assets, Chartered has an opportunity to bring its skills, capabilities and leadership to the next level,” said Waleed Al Mokarrab, Chairman of ATIC. “By acquiring Chartered, ATIC is expanding its investments in the semiconductor industry which currently consist of a GLOBALFOUNDRIES leading facility in Dresden, Germany and a new, state-of-the-art facility under construction in upstate New York.”

Pending appropriate board approvals, Doug Grose, chief executive officer of GLOBALFOUNDRIES, would serve as CEO of the combined operations, with Chia Song Hwee, CEO of Chartered, serving as chief operating officer. Chia will also spearhead the integration effort. “Chartered’s board of directors recognizes the efforts of the management team and employees on the considerable progress they have made,” said Jim Norling, chairman of the board of directors at Chartered. “Given the importance of scale and the need for substantial, continued capital investment, and having carefully assessed all strategic options available to Chartered, we believe this transaction provides Chartered shareholders the opportunity to realize their investment. In addition, it enables Chartered to accelerate its goal of becoming a leading player in the semiconductor industry. We have today appointed Deutsche Bank AG, Singapore Branch as an independent financial advisor to advise shareholders on the fairness of the offer, and we will submit the proposal for a shareholder vote.”

Morgan Stanley Asia (Singapore) Pte. and Citigroup Global Markets Singapore Pte. Ltd. serve as joint financial advisors to Chartered, and each provided a fairness opinion to the board of directors of Chartered in connection with the transaction. Temasek Holdings, which currently owns approximately 62 percent of Chartered’s shares, also fully supports the acquisition and has signed an irrevocable undertaking to vote in support of the transaction. “Chartered and GLOBALFOUNDRIES will be able to draw on each other’s strengths to enable the next generation of semiconductor innovation, utilizing the value of both companies and the intellectual capital of thousands of skilled employees,” said Ibrahim Ajami, CEO of ATIC. “Chartered and GLOBALFOUNDRIES are well positioned to meet the growing chip demand to come from billions of new mobile phones, cars, televisions, computers and other devices.”

Thursday, September 3, 2009

TriQuint Acquires TriAccess Technologies

HILLSBORO, Ore. & SANTA ROSA, Calif.--(BUSINESS WIRE)--TriQuint Semiconductor, Inc (NASDAQ: TQNT), a leading RF front-end product manufacturer and foundry services provider, announced its acquisition of TriAccess Technologies, a leading provider of Cable TV (CATV) and Fiber-to-the-Premise (FTTP) integrated circuits for the amplification of high-quality multimedia content, effective today. Previously, TriQuint served as TriAccess’ foundry supplier.

Terms of the acquisition were not disclosed. TriAccess’ results are not expected to materially impact TriQuint’s net income. In conjunction with this transaction, the Board of Directors has approved issuance of 170,300 stock options to ten former TriAccess employees under TriQuint’s 2008 Inducement Award Program. The stock option grants are effective September 3, 2009. A majority of TriQuint’s independent directors approved the grant of the stock options in accordance with NASDAQ Listing Standard 5635(c)(4). The stock options granted as part of the award program have a 10-year life, vest 25% twelve months from the date of grant, with the remaining 75% of the option vesting in equal quarterly installments of 6.25% over the next twelve quarters. They have an exercise price of $7.54, which is the closing price of TriQuint’s common stock on September 3, 2009. The options expire on September 3, 2019.