Microsemi Corporation Begins Tender Offer to Acquire White Electronic Designs Corporation
April 01 2010 - 11:53AM
Microsemi Corporation (Nasdaq:MSCC), a leading manufacturer of high
performance analog mixed-signal integrated circuits and high
reliability semiconductors, announced today that it has begun its
tender offer to acquire White Electronic Designs Corporation
(Nasdaq:WEDC).
The cash tender, executed through Rabbit Acquisition Corp., a
wholly-owned subsidiary of Microsemi, is for all outstanding shares
of common stock of White Electronic at a price of $7.00 per share,
without interest.
The tender offer is subject to the conditions laid out in the
Offer to Purchase, including minimum share tender requirements and
other customary conditions. The tender offer will expire at
midnight, Eastern Daylight Time, on Tuesday April 27,
2010. Following acceptance of payment for the shares in the
tender offer and completion of the transactions contemplated by the
merger agreement and described in the Offer to Purchase, White
Electronic will become a wholly-owned subsidiary of Microsemi.
Complete terms and conditions of the offer are described in the
Offer to Purchase, the Letter of Transmittal, and other related
documents filed with the SEC on March 31, 2010 by Microsemi and
Rabbit Acquisition Corp.
About Microsemi Corporation
Microsemi Corporation, with corporate headquarters in Irvine,
California, is a leading designer, manufacturer and marketer of
high performance analog and mixed-signal integrated circuits, high
reliability semiconductors and RF subsystems. The company's
semiconductors manage and control or regulate power, protect
against transient voltage spikes and transmit, receive and amplify
signals.
Microsemi's products include individual components as well as
integrated circuit solutions that enhance customer designs by
improving performance and reliability, battery optimization,
reducing size or protecting circuits. The principal markets the
company serves include implanted medical, defense/aerospace and
satellite, notebook computers, monitors and LCD TVs, automotive and
mobile connectivity applications. More information may be obtained
by contacting the company directly or by visiting its website at
http://www.microsemi.com.
The Microsemi Corporation logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=1233
About White Electronic Designs Corporation
White Electronic delivers sophisticated multi-chip semiconductor
packages, high-efficiency memory devices, and build-to-print
electromechanical assemblies for defense and aerospace
applications. The ability to address the unique size, performance
and quality requirements for technology creators in the defense and
aerospace market has established White Electronic as a
customer-focused solutions provider. Capabilities include design,
manufacturing and obsolescence management for advanced defense
electronics solutions, including die stacking and secure
microelectronics, as well as complex circuit card assembly
services. White Electronic is headquartered in Phoenix,
Arizona.
This release contains forward-looking statements based on
current expectations or beliefs, as well as a number of assumptions
about future events, and these statements are subject to factors
and uncertainties that could cause actual results to differ
materially from those described in the forward-looking
statements. The reader is cautioned not to put undue reliance
on these forward-looking statements, which are not a guarantee of
future performance and are subject to a number of uncertainties and
other factors, many of which are outside the control of Microsemi
and White Electronic. The forward-looking statements in this
release address a variety of subjects including, for example, the
expected date of closing of the acquisition and the potential
benefits of the merger, including the potentially accretive
benefits. The following factors, among others, could cause
actual results to differ materially from those described in these
forward-looking statements: the risk that White Electronic's
business will not be successfully integrated with Microsemi's
business, including product mix and acceptance, gross margins and
operational and other cost synergies, costs associated with
the merger; the unsuccessful completion of the tender offer;
matters arising in connection with the parties' efforts to comply
with and satisfy applicable regulatory approvals and closing
conditions relating to the transaction; increased competition and
technological changes in the industries in which Microsemi and
White Electronic compete; and other events that could negatively
impact the completion of the transaction, including industry,
economic or political conditions outside of our control. The
forward- looking statements included in this release speak only as
of the date hereof, and Microsemi does not undertake any obligation
to update these forward-looking statements to reflect subsequent
events or circumstances.
Notice to Investors
This press release is for informational purposes only and no
statement in this press release is an offer to purchase or a
solicitation of an offer to sell securities. Microsemi
Corporation and Rabbit Acquisition Corp., a wholly-owned subsidiary
of Microsemi Corporation, have filed a tender offer statement on
Schedule TO with the Securities and Exchange Commission, and White
Electronic will file a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer. The tender
offer statement (including an offer to purchase, a related letter
of transmittal and other offer documents) and the
solicitation/recommendation statement contain important information
that should be read carefully before any decision is made with
respect to the tender offer. Such materials will be made
available to White Electronic's shareholders at no expense to
them. In addition, such materials (and all other offer
documents filed with the SEC) will be available at no charge on the
SEC's Web site: www.sec.gov.
CONTACT: Microsemi Corporation
FINANCIAL CONTACT:
John W. Hohener, Vice President and CFO
(949) 221-7100
INVESTORS:
Robert C. Adams, Vice President of Corporate Development
(949) 221-7100
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