LOWELL, Mass. — (BUSINESS WIRE) — January 26, 2017 — MACOM Technology Solutions Holdings, Inc. (NASDAQ: MTSI) (“MACOM”), a leading supplier of high-performance RF, microwave, millimeterwave, and lightwave semiconductor products, today announced that it has successfully completed its previously announced acquisition of Applied Micro Circuits Corporation (NASDAQ: AMCC) (“AppliedMicro”).
John Croteau, MACOM’s President and Chief Executive Officer stated, “I am pleased to announce the completion of this transaction. AppliedMicro’s leadership in MACsec and 100G to 400G single-Lambda PAM4 positions MACOM as a preferred supplier to major Enterprise and Cloud Data Center providers, many of whom are adopting the technologies this year. MACOM will now be able to support customers with all of the requisite semiconductor content for optical networks—analog, photonic and mixed signal PHY—from the switch to fiber for long haul, metro, access, backhaul and data centers.”
Commenting further Mr. Croteau noted, “With the transaction now closed, MACOM plans to promptly engage with previously identified potential buyers toward a near-term divestment of AppliedMicro’s well-positioned Compute business. As previously stated, this portion of the business does not strategically align with our long-term product focus, but we feel confident a successful transaction can be consummated.”
Exchange Offer Information
The exchange offer to acquire all of the issued and outstanding shares of AppliedMicro common stock in exchange for $3.25 in cash and 0.1089 shares of MACOM common stock per share, in each case, without interest and less any applicable withholding, expired at 12:00 a.m. midnight, Eastern time, at the end of January 25, 2017. The depositary for the exchange offer has informed MACOM that a total of 64,466,896 shares of AppliedMicro common stock, representing approximately 73.6% of AppliedMicro’s outstanding shares of common stock, were validly tendered and not validly withdrawn pursuant to the exchange offer. All shares that were validly tendered and not validly withdrawn in the exchange offer have been accepted for payment in accordance with the terms of the exchange offer and applicable law.
After the successful completion of the exchange offer for all outstanding shares of AppliedMicro, a wholly owned subsidiary of MACOM has been merged with and into AppliedMicro, followed by a merger of AppliedMicro with and into another MACOM subsidiary. As a result of the completed mergers, AppliedMicro became a wholly owned subsidiary of MACOM. In connection with the merger, all shares of AppliedMicro common stock not validly tendered into the exchange offer have been cancelled and converted into the right to receive merger consideration in the same amounts offered in the exchange offer. Under Section 251(h) of the General Corporation Law of the State of Delaware, no vote of AppliedMicro’s stockholders was required to consummate the merger. AppliedMicro shares will cease to be traded on the NASDAQ Global Select Market.
About MACOM
MACOM enables a better-connected and safer world by delivering breakthrough semiconductor technologies for optical, wireless and satellite networks that satisfy society’s insatiable demand for information.
Today, MACOM powers the infrastructure that millions of lives and livelihoods depend on every minute to communicate, transact business, travel, stay informed and be entertained. Our technology increases the speed and coverage of the mobile Internet and enables fiber optic networks to carry previously unimaginable volumes of traffic to businesses, homes and datacenters.
Keeping us all safe, MACOM technology enables next-generation radars for air traffic control and weather forecasting, as well as mission success on the modern networked battlefield.
MACOM is the partner of choice to the world’s leading communications infrastructure, aerospace and defense companies, helping solve their most complex challenges in areas including network capacity, signal coverage, energy efficiency and field reliability, through its best-in-class team and broad portfolio of analog RF, microwave, millimeterwave, and lightwave semiconductor products.
MACOM is a pillar of the semiconductor industry, thriving for more than 60 years of daring to change the world for the better, through bold technological strokes that deliver true competitive advantage to customers and superior value to investors.
Headquartered in Lowell, Massachusetts, MACOM is certified to the ISO9001 international quality standard and ISO14001 environmental management standard. MACOM has design centers and sales offices throughout North America, Europe, Asia and Australia.
MACOM, M/A-COM, M/A-COM Technology Solutions, M/A-COM Tech, Partners in RF & Microwave, and related logos are trademarks of MACOM. All other trademarks are the property of their respective owners. For more information about MACOM, please visit www.macom.com follow @MACOMtweets on Twitter, join MACOM on LinkedIn, or visit the MACOM YouTube Channel.
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on MACOM
management's beliefs and assumptions and on information currently
available to our management. Forward-looking statements include, among
others, statements concerning the AppliedMicro transaction, including
those regarding any impact on MACOM and its results of operations due to
the acquisition, MACOM’s execution of its announced strategies regarding
the acquisition, realization of synergies and proposed divestiture
activity. Forward-looking statements include all statements that are not
historical facts and generally may be identified by terms such as
"anticipates," "believes," "could," "estimates," "expects," "intends,"
"may," "plans," "potential," "predicts," "projects," "seeks," "should,"
"will," "would" or similar expressions and the negatives of those terms.
