LOWELL, Mass.--(BUSINESS WIRE)--
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and not validly withdrawn pursuant to the exchange offer.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that were validly tendered and not validly withdrawn in the exchange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.
Forward-looking statements contained in this press release reflect
MACOM's current views about future events and are subject to risks,
uncertainties, assumptions and changes in circumstances that may cause
those events or our actual activities or results to differ materially
from those expressed in any forward-looking statement. Although MACOM
believes that the expectations reflected in the forward-looking
statements are reasonable, it cannot and does not guarantee future
events, results, actions, levels of activity, performance or
achievements. Readers are cautioned not to place undue reliance on these
forward-looking statements. A number of important factors could cause
actual results to differ materially from those indicated by the
forward-looking statements, including, among others, costs associated
with the AppliedMicro transaction, delays or inability to halt, suspend
or cease trading of AppliedMicro on Nasdaq, delays in or inability to
engage with potential buyers of the Compute business or complete any of
the anticipated divestiture and restructuring activities, disruption or
disputes with buyers, employees, customers, suppliers or licensors
arising from the acquisition or related divestiture activity, failure to
achieve expected synergies and other anticipated benefits of the
AppliedMicro transaction, failure to successfully integrate the
AppliedMicro business or operations, disruption to our business
following the AppliedMicro transaction, the potential for weakness or
less than expected strength in our catalog business, in our Networks
business or any of our other primary end markets, or in the optical
networking market generally or PON, Enterprise or Cloud Data Center
applications specifically, lower than expected demand from any of our
large OEM customers based on macro-economic weakness or otherwise, the
potential for defense spending cuts, program delays, cancellations or
sequestration, failures or delays by customers in winning business or to
make purchases from us in support of such business, inability to support
customers with the requisite semiconductor content for optical or other
networks, lower than expected adoption by customers and industries we
serve of MACSec, or single-Lambda PAM4 solutions or any other solution
offered by us, slower than expected build-out of 100G and 400G optical
networks, lower than expected utilization and absorption in our
manufacturing facilities, lack of success or slower than expected
success in our new product development efforts, loss of business due to
competitive factors, product or technology obsolescence, customer
program shifts or otherwise, lower than anticipated or slower than
expected customer acceptance of our new product introductions, the
potential for a shift in the mix of products sold in any period toward
lower-margin products or a shift in the geographical mix of our
revenues, the potential for increased pricing pressure based on
competitive factors, technology shifts or otherwise, the impact of any
executed or abandoned acquisition, divestiture or restructuring
activity, the impact of supply shortages or other disruptions in our
internal or outsourced supply chain, the relative success of our
cost-savings initiatives, the potential for inventory obsolescence and
related write-offs, the expense, business disruption or other impact of
any current or future investigations, administrative actions, litigation
or enforcement proceedings we may be involved in, and the impact of any
claims of intellectual property infringement or misappropriation, which
could require us to pay substantial damages for infringement, expend
significant resources in prosecuting or defending such matters or
developing non-infringing technology, incur material liability for
royalty or license payments, or prevent us from selling certain of our
products, as well as those factors described in "Risk Factors" in
MACOM's filings with the Securities and Exchange Commission (SEC),
including its Annual Report on Form 10-K for the fiscal year ended
September 30, 2016 as filed with the SEC on November 17, 2016, the
Registration Statement on Form S-4 as filed with the SEC on December 21,
2016 and Amendment No. 1 to the Registration Statement on Form S-4 filed
with the SEC on January 18, 2017 and those factors described in "Risk
Factors" in AppliedMicro's filings with the SEC, including its Annual
Report on Form 10-K for the fiscal year ended March 31, 2016 as filed
with the SEC on May 20, 2016, its Quarterly Report on 10-Q for the
quarter ended June 30, 2016 as filed with the SEC on August 3, 2016 and
its Quarterly Report on 10-Q for the quarter ended September 30, 2016 as
filed with the SEC on November 2, 2016. MACOM undertakes no obligation
to publicly update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170126006130/en/
Company Contacts:
MACOM Technology Solutions Holdings, Inc.
Stephen
Ferranti, 978-656-2977
Vice President of IR
stephen.ferranti@macom.com
or
Investor
Relations Contacts:
Leanne K. Sievers, 949-224-3874
EVP,
Investor Relations
lsievers@sheltongroup.com
or
Brett
L. Perry, 214-272-0070
Vice President, Investor Relations
sheltonir@sheltongroup.com
Source: MACOM Technology Solutions Holdings, Inc.
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