Microchip Technology Incorporated (NASDAQ:MCHP), a leading provider of microcontroller, mixed-signal, analog and Flash-IP solutions, today announced the successful completion of its tender offer to acquire the outstanding shares of Taiwan-based ISSC Technologies Corporation (ISSC). As of the expiration date of the tender offer on July 14, 2014, a total of 57,228,225 shares were tendered, representing approximately 83.46% of the outstanding shares of ISSC, exceeding the minimum tender condition of 27,300,429 shares. The shares were tendered at the offer price of New Taiwan dollar (NT$) 143 per share (approximately US$4.74 per share).
“As expected, Microchip successfully completed the tender offer for majority control of ISSC,” said Ganesh Moorthy, COO of Microchip Technology. “We look forward to combining ISSC’s strengths in wireless products and technology with Microchip’s brand, channel and operational scale to drive growth and profitability.”
“This transaction represents the first major overseas acquisition by Microchip and was funded with a portion of Microchip’s foreign cash. We are pleased to effectively use our foreign cash to drive returns for our stockholders,” said Steve Sanghi, Microchip’s President and CEO.
The purchase of the shares in the tender offer will be settled on or before July 18, 2014. As a result of obtaining a majority controlling interest in ISSC through the tender offer, Microchip will begin consolidating ISSC’s financial statements with Microchip’s based on its percentage ownership of ISSC. In addition to the shares which have already been tendered, certain stockholders of ISSC are parties to a tender agreement pursuant to which such stockholders have the right to tender certain shares owned by them upon the expiration of a statutory lock-up period. As a result, after November 27, 2014, Microchip anticipates acquiring ISSC shares representing an additional 10.47% of the outstanding ISSC shares. Pursuant to the terms and conditions of the merger agreement with ISSC, Microchip will acquire the remaining outstanding shares of ISSC through a follow-on merger which is expected to be completed by late December 2014. Upon the closing of the merger, ISSC stock will be delisted from and cease to be a publicly reported company on the GreTai Securities market in Taiwan.
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