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.