Diodes Incorporated Completes Acquisition of Pericom Semiconductor
November 25 2015 - 9:05AM
Business Wire
Pericom Receives Shareholder Approval at
Special Meeting
Diodes Incorporated (Nasdaq: DIOD), a leading global
manufacturer and supplier of high-quality application specific
standard products within the broad discrete, logic and analog
semiconductor markets, today announced that it has completed its
acquisition of Pericom Semiconductor (Nasdaq: PSEM).
The merger agreement was initially announced on September 3,
2015, and Pericom shareholders approved the transaction at a
Special Meeting of Shareholders held on November 20, 2015. The
transaction closed and became effective today, with each share of
Pericom being converted into the right to receive $17.75 in cash,
without interest. The aggregate consideration will be approximately
$413 million, including the value of Pericom equity awards paid out
or converted to Diodes equity awards. As a result of the
transaction’s close, the common stock of Pericom will no longer be
listed for trading on the NASDAQ stock exchange as of the close of
market today.
“We are very pleased to complete the acquisition of Pericom,
which will be immediately accretive to Diodes’ earnings and also
provide enhanced margin expansion opportunities,” stated
Dr. Keh-Shew Lu, President and Chief Executive Officer. “Also
notable, this acquisition broadens Diodes’ analog footprint and
adds a strong mixed-signal connectivity offering that will drive
expanded product content in our target market applications. Pericom
also provides an extensive timing product line that complements
Diodes’ standard product portfolio.”
Dr. Lu also added, “I would like to personally welcome the
Pericom employees to the Diodes’ family. Together, we are able to
accelerate the attainment of our goal to reach a $1 billion annual
revenue run rate with 35 percent gross margin, and I look forward
to expanding our global organization and achieving future
success.”
About Diodes Incorporated
Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor's
SmallCap 600 and Russell 3000 Index company, is a leading global
manufacturer and supplier of high-quality application specific
standard products within the broad discrete, logic and analog
semiconductor markets. Diodes serves the consumer electronics,
computing, communications, industrial, and automotive markets.
Diodes' products include diodes, rectifiers, transistors, MOSFETs,
protection devices, functional specific arrays, single gate logic,
amplifiers and comparators, Hall-effect and temperature sensors;
power management devices, including LED drivers, AC-DC converters
and controllers, DC-DC switching and linear voltage regulators, and
voltage references along with special function devices, such as USB
power switches, load switches, voltage supervisors, and motor
controllers. Diodes’ corporate headquarters
and Americas' sales office are located in Plano,
Texas. Design, marketing, and engineering centers are located in
Plano; San Jose, California; Taipei,
Taiwan; Manchester, England; and Neuhaus, Germany.
Diodes’ wafer fabrication facilities are located in Kansas
City, Missouri and Manchester, with two additional
facilities located in Shanghai, China. Diodes has assembly and
test facilities located in Shanghai and in Chengdu, China, as well
as in Neuhaus and in Taipei. Additional engineering, sales,
warehouse, and logistics offices are located in Taipei; Hong Kong;
Manchester; Shanghai; Shenzhen, China; Seongnam-si, South Korea;
and Munich, Germany, with support offices throughout the world. For
further information, including SEC filings, visit Diodes’ website
at www.diodes.com.
Except for the historical and factual information contained in
this press release, the matters set forth in this press release
(including statements as to the expected benefits of the
acquisition and other statements identified by words such as
“estimates,” “expects,” “projects,” “plans,” “will” and similar
expressions) are forward-looking statements within the meaning of
the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ
materially, including: the risk that Pericom’s business will not be
integrated successfully into the Company’s; the risk that the
expected benefits of the acquisition may not be realized; the risk
that Pericom’s standards, procedures and controls will not be
brought into conformance within the Company’s operations;
difficulties coordinating the Company’s and Pericom’s new product
and process development, hiring additional management and other
critical personnel, and increasing the scope, geographic diversity
and complexity of the Company’s operations; difficulties in
consolidating facilities and transferring processes and know-how;
difficulties in reducing the costs of Pericom’s business; the
diversion of our management’s attention from the management of our
business; the risk that we may not be able to maintain our current
growth strategy or continue to maintain our current performance,
costs and loadings in our manufacturing facilities; risks of
domestic and foreign operations, including excessive operating
costs, labor shortages, higher tax rates and our joint venture
prospects; the risk of unfavorable currency exchange rates; the
risk that our future guidance may be incorrect; the risk that the
global economic weakness may be more severe or last longer than we
currently anticipate; the impact of competition; and other risk
factors relating to our industry and business as detailed from time
to time in the Company’s reports filed with the SEC. You should not
place undue reliance on these forward-looking statements, which
speak only as of the date of the press release. The Company
undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Recent news releases, annual reports and SEC filings are
available at the Company’s website: http://www.diodes.com. Written
requests may be sent directly to the Company, or they may be
e-mailed to: diodes-fin@diodes.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20151125005366/en/
Company Contact:Diodes IncorporatedLaura MehrlDirector of
Investor RelationsP: 972-987-3959E:
laura_mehrl@diodes.comorInvestor Relations Contact:Shelton
GroupLeanne SieversEVP, Investor RelationsP: 949-224-3874E:
lsievers@sheltongroup.com
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