Summary
Microchip Technology Incorporated (MCHP) announced on May 22, 2014, its entry into a Merger Agreement to acquire ISSC Technologies Corporation (ISSC) through its wholly-owned indirect subsidiary, Microchip Technology (Barbados) II Incorporated. This strategic move involves a cash tender offer for all outstanding ISSC shares at approximately $4.74 per share, which translates to NT$143 based on the prevailing exchange rate. The acquisition is expected to be completed in two stages: the tender offer in the third calendar quarter of 2014, followed by a merger in the fourth calendar quarter of 2014, with Merger Sub as the surviving entity.
Key Highlights
- 1Microchip Technology to acquire ISSC Technologies Corporation via a cash tender offer and subsequent merger.
- 2The offer price is approximately $4.74 per share (NT$143), representing a premium for ISSC shareholders.
- 3The acquisition is structured as a tender offer followed by a merger, with Merger Sub surviving.
- 4Key conditions for the tender offer include the tender of at least 27,300,429 ISSC shares.
- 5Certain ISSC shareholders, representing approximately 17.23% of outstanding shares, have committed to tender their shares via a Tender Agreement.
- 6The Merger Agreement includes customary provisions such as conduct of business covenants and restrictions on soliciting competing acquisition proposals.
- 7Microchip Technology has provided guarantees for its subsidiary's obligations under the Merger and Tender Agreements.
Frequently Asked Questions
This filing announces Microchip Technology's definitive agreement to acquire ISSC Technologies Corporation through a cash tender offer and subsequent merger. It details the terms of the agreement and the expected timeline for the transaction.
The filing indicates a cash tender offer of approximately $4.74 per share for ISSC. While the total deal size is not explicitly stated, this acquisition is expected to expand Microchip's product portfolio and market reach. Investors should refer to future filings for detailed financial projections and the impact on Microchip's balance sheet.
The tender offer is anticipated to close in the third calendar quarter of 2014, with the subsequent merger expected to be completed in the fourth calendar quarter of 2014.
The tender offer is subject to customary conditions, including the tender of a minimum number of ISSC shares (at least 27,300,429). The Merger Agreement also includes provisions that restrict ISSC from soliciting other acquisition proposals and allows for termination fees under specified circumstances, indicating potential deal risks.