USD 4.6 BN DEAL - DIALOG SEMICONDUCTOR TO ACQUIRE ATMEL
Dialog Semiconductor Plc. / Key word(s): Acquisition
20.09.2015 14:25
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20 September 2015 - Today, Dialog Semiconductor (XTRA: DLG) entered into a
merger agreement pursuant to which it will acquire Atmel (NASDAQ: ATML) by
means of a forward triangular merger under US law for a total consideration
of approximately $4.6 billion. The consideration will consist of a cash and
a share component. Atmel shareholders will receive $4.65 in cash and 0.112
of a Dialog Semiconductor American Depository Share for each Atmel common
share. Both components together will result in the economic equivalent of
$10.42 per Atmel share based on Dialog's closing stock price as of 18
September 2015 . The American Depository Shares will be traded on The
NASDAQ Stock Market or the New York Stock Exchange. Dialog Semiconductor
intends to fund the transaction with a combination of existing cash, $2.1
billion of new debt and approximately 49 million Dialog Semiconductor
American Depository Shares representing approximately 38% of the enlarged
issued share capital of Dialog Semiconductor.
In 2017, the first full year following closing, the transaction is expected
to be accretive to Dialog Semiconductor underlying earnings and underlying
free cash flow. Dialog Semiconductor anticipates achieving projected annual
cost savings of $150 million within two years.
The transaction has been unanimously approved by the boards of directors of
both companies and is subject to regulatory approvals in various
jurisdictions and customary closing conditions, as well as the approval of
certain shareholder resolutions by each of Dialog Semiconductor and Atmel
shareholders. The transaction is expected to close in the first quarter of
2016. After consummation of the transaction, Dialog Semiconductor will be
the only shareholder of Atmel.
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