SMSC Stockholders Approve Merger with Microchip
July 10 2012 - 4:05PM
Business Wire
SMSC (NASDAQ: SMSC), a leading semiconductor company enabling
content rich connectivity systems, today announced that its
stockholders have voted to approve the acquisition of SMSC by
Microchip Technology Incorporated (NASDAQ: MCHP), a leading
provider of microcontroller, analog and Flash-IP solutions.
According to the final tally of shares voted, 17,587,576 shares
of SMSC common stock voted in favor of the adoption of the
acquisition agreement, which represented approximately 99.5 percent
of the shares voting at today’s special meeting and approximately
76.3 percent of the shares of SMSC common stock outstanding and
eligible to vote as of the May 30, 2012 record date for the special
meeting.
Under terms of the acquisition agreement, dated May 1, 2012,
Microchip will acquire SMSC in an all-cash transaction and SMSC
stockholders will receive $37.00 per share in cash for each share
of common stock they hold. As a result of the acquisition, SMSC
will become a wholly owned subsidiary of Microchip and SMSC common
stock will cease to be listed on the NASDAQ Global Select Market.
The acquisition is expected to be completed in the third quarter of
calendar 2012, subject to antitrust clearance in China and other
customary closing conditions.
Forward Looking Statements
Information set forth in this press release contains
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to a number of
business, economic, legal and other risks that are inherently
uncertain and difficult to predict, including, but not limited to:
the actual timing of the closing of the acquisition, the
satisfaction of the conditions to closing in the acquisition
agreement and any termination of the acquisition agreement. For a
detailed discussion of these and other risk factors, please refer
to the SEC filings of SMSC including those on Forms 10-K, 10-Q and
8-K. You can obtain copies of such filings and other relevant
documents for free at SMSC’s website (www.smsc.com) or the SEC’s
website (www.sec.gov) or from commercial document retrieval
services. Stockholders of SMSC are cautioned not to place undue
reliance on the forward-looking statements in this press release,
which speak only as of the date such statements are made. SMSC does
not undertake any obligation to publicly update any forward-looking
statements to reflect events, circumstances or new information
after this July 10, 2012 press release, or to reflect the
occurrence of unanticipated events.
About SMSC
SMSC (NASDAQ: SMSC) is a leading developer of Smart Mixed-Signal
Connectivity™ solutions. SMSC employs a unique systems level
approach that incorporates a broad set of technologies and
intellectual property to deliver differentiating products to its
customers. SMSC is focused on delivering connectivity solutions
that enable the proliferation of data in automobiles, consumer
devices, PCs and other applications. SMSC’s feature-rich products
drive a number of industry standards and include USB, MOST®
automotive networking, Kleer® and JukeBlox® wireless audio,
embedded system control and analog solutions, including thermal
management and RightTouch® capacitive sensing. SMSC is
headquartered in New York and has offices and research facilities
in North America, Asia, Europe and India. Additional information is
available at www.smsc.com.
SMSC, MOST, Kleer and JukeBlox are registered trademarks and
Smart Mixed-Signal Connectivity and RightTouch are trademarks of
Standard Microsystems Corporation.
Standard Microsystems Corp. (MM) (NASDAQ:SMSC)
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