Summary
Microchip Technology Inc. (MCHP) filed an 8-K on March 8, 2010, to announce a second amendment to its Agreement and Plan of Merger with Silicon Storage Technology, Inc. (SST). This amendment revises the acquisition terms, increasing the per-share consideration for SST shareholders to $3.05 from $3.00 and raising the termination fee for SST to $10.3 million. Additionally, Microchip has purchased 19.9% of SST's outstanding shares for approximately $58.4 million, which is subject to specific voting and disposition rights and obligations as outlined in the amendment. This move signals Microchip's continued commitment to acquiring SST, with some adjustments to the financial terms and strategic positioning of shares.
Key Highlights
- 1Microchip Technology Inc. increased the acquisition price for Silicon Storage Technology, Inc. (SST) to $3.05 per share, up from $3.00.
- 2The termination fee payable by SST under specific circumstances has been raised to $10.3 million.
- 3Microchip purchased 19.9% of SST's outstanding shares for approximately $58.4 million on March 8, 2010.
- 4The purchased SST shares are subject to specific voting agreements and potential repurchase rights by SST under certain conditions.
- 5SST has agreed to terminate discussions with Cerberus California, LLC regarding a leveraged recapitalization proposal.
- 6The merger remains subject to customary closing conditions, including approval from SST shareholders.
Frequently Asked Questions
This 8-K filing announces a second amendment to the merger agreement between Microchip Technology Inc. and Silicon Storage Technology, Inc. (SST), primarily adjusting the financial terms of the acquisition and outlining new share purchase details.
The aggregate consideration payable by Microchip to SST's shareholders has been increased from $3.00 per share to $3.05 per share, without interest.
Microchip purchased 19.9% of SST's stock for approximately $58.4 million. This strategic purchase is subject to specific voting rights and obligations, including Microchip's commitment to vote these shares in favor of a superior proposal under certain conditions, and a right for SST to repurchase these shares under specific termination scenarios.
Yes, SST has agreed to terminate discussions with Cerberus California, LLC regarding its leveraged recapitalization proposal, indicating a clearer path for Microchip's acquisition.