The transaction, announced Tuesday, Nov. 5, closes a six-month strategic review for the target. Mindspeed disclosed May 1 that it hired Morgan Stanley to help explore alternatives.
Terms call for Lowell, Mass.-based M/A-COM to acquire outstanding shares of the target for $5.05 per share in a tender offer. The deal values Mindspeed at $271.7 million in diluted equity value, or $246 million net of the target's $26 million cash on hand, as of Sept. 27. The bid gives a 66% premium to Mindspeed's $3.04 closing price on Nov. 4.
The buyer will assume equity awards as part of the deal. The transaction carries a $9.5 million breakup fee.
"We believe [Mindspeed's] strong position with blue chip communications customers aligns perfectly with our growth ambitions in optical [technology], as well as the broader enterprise and networking spaces," said M/A-COM president and CEO John Croteau on a conference call Tuesday afternoon. "Mindspeed's market position and strong presence in the Asia-Pacific region will allow M/A-COM to broaden our customer base and deepen our customer penetration in this critical part of the world going forward."
Mindspeed's wireless segment is not included in the deal. The target said it is in advanced discussions with a strategic buyer for the business and expects to have a deal in place before the end of the year. Mindspeed has $132 million in trailing 12-month revenue, excluding its wireless operations.
MA-COM said the transaction will be accretive to earnings by 15 to 20 cents a share in 2014 and 25 to 30 cents a share in 2015.
"Nearly half of their revenue comes from high-performance analog products for high-speed switching and signal conditioning in next-generation network gear," said Croteau on the call.
The combined business will count Cisco Systems, Samsung Electronics and Huawei Technology among its clients, according to an investor presentation released Tuesday discussing the deal.
Morgan Stanley advised Mindspeed and provided a fairness opinion to the Mindspeed board.
Robert F. Kornegay, Patrick M. Anding, Robert T. Ishii, Mark Woods, Lawrence C. Lee, Parag Gheewala, Manja S. Sachet, Tracy D. Rubin, Roger D. Stern and Jessica E. Bliss at Wilson Sonsini Goodrich & Rosati were legal counsel to Mindspeed.
Mindspeed's board also received a fairness opinion from Needham & Co.
Richard Hardegree and Laurence Braham at Barclays advised MA-COM, while Jeffrey A. Beuche and Jason Day at Perkins Coie were legal counsel. Richard E. Climan and Matthew J. Gilroy at Weil, Gotshal & Manges was counsel to Morgan Stanley on the transaction.
--Written by Thomas Zadvydas in New York