Transaction Valued at $2.06 Per Share Representing a 91% Premium to SiRF Stockholders
SAN JOSE, Calif., Feb. 10 /PRNewswire-FirstCall/ -- SiRF Technology
Holdings, Inc. (Nasdaq: SIRF), a leading provider of GPS-enabled silicon and
premium software location platforms, today announced a definitive agreement
under which SiRF and CSR plc (LSE: CSR) will merge in a stock-for-stock
transaction to create a global leader in connectivity and location platforms.
The Boards of Directors of both companies have unanimously approved the
transaction, which is expected to close in the second quarter of 2009.
CSR is a global leader in the Bluetooth connectivity business with core
expertise in multiple connectivity technologies, while SiRF is a leader in the
GPS location business with core expertise in GNSS and multifunction system-on-
chip (SoC) location platforms. This strategic combination of market leaders
will create a global company with significant commercial, operational and
technical scale, uniquely positioned to capitalize on the large and growing
multifunction consumer electronics market opportunity for connectivity and
location technologies. Based on CSR's and SiRF's results for fiscal year
2008, on a pro forma basis, the combined companies would have had sales of
approximately $927 million. The combination will create the single largest
pure play provider of integrated connectivity and location platforms and will
be one of the top 10 fabless semiconductor companies in the world. Customers
of the combined company include four of the top five handset manufacturers,
the top five personal navigation device makers, the top two auto-telematics
suppliers, and other leading auto and consumer electronics providers. CSR and
SiRF will have design and customer support centers located around the world.
Under the terms of the agreement, SiRF stockholders will receive 0.741 of
a CSR share for each share of SiRF common stock they own. Based on the
closing stock price for CSR on February 9, 2009, this consideration would be
equivalent to $2.06 of CSR stock for each SiRF share, representing total
consideration of $136 million. This represents a premium to SiRF stockholders
of approximately 91% over SiRF's closing stock price on February 9, 2009.
Upon closing of the transaction, SiRF stockholders are expected to own
approximately 27% and CSR shareholders are expected to own approximately 73%
of the combined company. The transaction is expected to be tax-free for SiRF
stockholders.
Dado P. Banatao, Executive Chairman of the Board and Interim CEO of SiRF,
said, 'This transaction unites two market and technology leaders in their
respective fields who together will be able to deliver a broad portfolio of
innovative products that are critical to the rapid evolution of consumer
electronics, mobile phones, mobile computers and automotive devices. Our
market opportunity is being driven by growing consumer demand for greater
functionality. Our ability to offer customers both leading edge location and
connectivity technologies will be a key competitive advantage. Together with
CSR, we can accelerate our strategic plans, realize growth opportunities
faster than either company could on its own, diversify our revenues and
capitalize on market opportunities to create value for shareholders.'
Commenting on the merger, Joep van Beurden, CEO of CSR, said,
'Financially, strategically and commercially, this is a compelling
transaction. We expect it to be significantly accretive, to enhance the
enlarged group's financial strength and cash position and to create new and
wider revenue opportunities that neither party on its own could pursue as
effectively. Strategically, this deal considerably strengthens our leadership
position in the Connectivity Centre, a strategy which we believe encapsulates
the way our marketplace is developing. Commercially, there is a powerful,
complementary fit between the technologies, skill sets and customer
relationships of both companies and the way we both see our customers' needs
evolving. Together we create a group substantially better placed both to meet
the challenges of today and to emerge even stronger from the current testing
market conditions.'
Kanwar Chadha, SiRF's founder, Board member and Vice President of
Marketing, said, 'This merger unites two companies with a shared market vision
and equally strong commitments to innovation, customers, shareholders and
employees. CSR is the right partner to create additional growth opportunities
for our company, and we believe that both our companies will benefit
significantly by being part of a larger, dynamic and growing organization.
Both companies have successfully competed against much larger companies in
their respective fields, and we believe that this transaction, which combines
our innovative technologies, will significantly enhance competition in the
marketplace. We will take advantage of the strengths of each company to take
our business to the next level, and we look forward to working with the CSR
team to ensure an effective and seamless transition.'
Benefits of the Transaction
-- Combined Product Roadmap Offers Compelling Next Generation Solutions.
The combined company will have significant R&D resources to deliver a broader
portfolio of innovative location and connectivity solutions to customers.
SiRF's and CSR's respective teams of industry-leading experts will drive
innovation, including the ability to meet the significant customer demand for
high performance location and connectivity features on smaller, lower power
chips. R&D efforts will continue to support each company's existing product
lines and will also be focused on the delivery of additional multifunction
radio chips, which combine CSR's Bluetooth and other connectivity capabilities
with SiRF's GPS and GNSS technologies.
-- Enhanced Ability to Capture Growing Market Opportunities and Create
Significant Revenue Synergies. Combined, SiRF and CSR will be well-positioned
to capitalize on the large and growing market opportunities for each company's
product offerings.