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.
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