Exar to acquire Integrated Memory Logic Limited
Exar Corporation, a provider of analogue mixed-signal, vido and data management solutions, through a wholly owned subsidiary, has signed a definitive agreement to acquire Integrated Memory Logic Limited (iML).
iML is a provider of analogue mixed-signal solutions for the flat panel display market. The iML acquisition supports Exar's strategy of building a large scale diversified analogue mixed-signal business.
Under the terms of the transaction, Exar's subsidiary will commence a tender offer to acquire all of the outstanding shares of iML for NT$91.00 (approximately US$3.00) per iML share in cash and acquire any remaining shares at NT$91.00 per share pursuant to a follow-on merger.
The gross transaction value will be NT$6.8 billion (approximately US$223 million), or NT$3.1 billion (approximately US$94 million), net of cash acquired.
The tender offer is scheduled to expire at 3:00 p.m. in Taipei, Taiwan, on Thursday, May 29th, 2014, unless the tender offer is extended. The transaction, which is expected to close in the second quarter of fiscal 2015, is subject to:
(i) the minimum tender of 70 percent of the then outstanding iML shares
(ii) the approval of the follow-on merger by iML shareholders, and
(iii) other customary closing conditions
As part of the tender offer, Exar's subsidiary has entered into an agreement with certain shareholders comprising approximately 32 percent of the outstanding shares of iML pursuant to which Exar's subsidiary would commence the tender offer and such shareholders have committed to accept the tender offer and to tender all iML shares owned by them into the tender offer.
After the closing, iML will become a wholly owned subsidiary of Exar and iML stock will cease trading on the Taiwan Stock Exchange. When completed, Exar anticipates the transaction to be immediately accretive to its pro-forma earnings per share.
"The acquisition of iML will increase the diversity of the markets we serve and add highly differentiated analog mixed-signal and power management products to our portfolio. iML is a leading provider of power management and colour calibration solutions for large and medium-sized flat panel displays in the LED television market as well as high-resolution tablets. The company serves customers in Korea, Taiwan, Japan and China, which will enhance Exar's existing presence in these markets. Additionally, iML has demonstrated consistent profitability and gross margins that reflect the value of the company's differentiated products," says Louis DiNardo, Exar President and CEO.
Stifel acted as exclusive financial advisor, and O'Melveny & Myers LLP and Lee & Li, attorneys-at-law, acted as legal counsel to Exar Corporation. RBC Capital Markets LLC acted as exclusive financial advisor, and Morrison & Foerster LLP, LCS & Partners and Maples and Calder acted as legal counsel to Integrated Memory Logic.
