Silicon Storage Technology Shareholders to Receive $3.05 Per Share in Cash Under Newly Amended Merger Agreement with Microchip
2010年3月8日 - 10:00PM
PRニュース・ワイアー (英語)
SUNNYVALE, Calif., March 8 /PRNewswire-FirstCall/ -- SST (Silicon
Storage Technology, Inc.) , a leading memory and non-memory
products provider for high-volume applications in the digital
consumer, networking, wireless communications and Internet
computing markets, today announced that it has entered into an
amendment to its previously announced merger agreement with
Microchip Technology Incorporated ("Microchip"), a leading provider
of microcontroller and analog semiconductors. Under the terms of
the amended agreement, the purchase price for each share of SST
common stock has been increased from $3.00 to $3.05 per share in
cash. In connection with the execution of the amended merger
agreement, SST has agreed to issue to Microchip 19,148,149 newly
issued shares of SST common stock, or 19.9 percent of SST's
outstanding shares, for a price of $3.05 per share in cash. Also,
concurrently with the execution of the amended merger agreement,
Microchip entered into a voting agreement with SST pursuant to
which it agreed to vote its shares of SST common stock in certain
circumstances, in proportion to how SST's other shareholders vote,
and otherwise in favor of any transaction recommended by SST's
Board of Directors in compliance with the terms of the amended
agreement. The termination fee payable in the circumstances and
manner set forth in the amended agreement remains at 3.5% of the
new equity value of the transaction. The amended merger agreement
has been approved by SST's Board of Directors, acting upon the
unanimous recommendation of its independent Strategic Committee.
Microchip proposed the revised terms of the merger agreement in
response to the SST's Board of Directors' determination that a
proposal from an affiliate of Cerberus Capital Management, L.P.
constituted a superior proposal pursuant to the terms of the
previously announced merger agreement with Microchip. "Throughout
this process, the SST Board and Strategic Committee have been
focused on providing the best possible outcome for our
shareholders, and the agreements announced today further
demonstrate our commitment to doing what's in the best interests of
all SST shareholders," said Ronald Chwang, Chairman of the
Strategic Committee. "The amended merger agreement provides SST
shareholders with improved value for their shares, and the share
issuance to Microchip establishes a level playing field to allow
the SST shareholders the opportunity to support alternative
transactions with superior value." As previously announced, the
Microchip merger transaction, which is expected to close in the
second calendar quarter of 2010, is conditioned on approval of a
majority of the outstanding shares of SST common stock as well as
customary closing conditions. SST has scheduled a special meeting
of stockholders for April 8, 2010 to consider the transaction. The
transactions contemplated by the amended merger agreement will be
funded by Microchip with cash on hand and are not subject to
financing. Houlihan Lokey is serving as the exclusive financial
advisor to the Strategic Committee of the SST Board of Directors in
connection with the transaction. Shearman & Sterling LLP is
serving as legal advisor to the Strategic Committee of the SST
Board of Directors in connection with the transaction. Cooley
Godward Kronish LLP is serving as legal advisor to SST in
connection with the transaction. Wilson Sonsini Goodrich &
Rosati, PC is serving as legal advisor to Microchip in connection
with the transaction. Additional Information and Where to Find It
In connection with the proposed merger with Microchip, Silicon
Storage Technology, Inc. filed a definitive proxy statement with
the Securities and Exchange Commission (the "SEC") on March 1,
2010. INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THE DEFINITIVE
PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SST AND THE
PROPOSED TRANSACTION WITH MICROCHIP. The definitive proxy statement
was mailed to Silicon Storage Technology, Inc. shareholders on
March 3, 2010. Investors and shareholders may obtain a free copy of
these documents and other documents filed by Silicon Storage
Technology, Inc. at the SEC's web site at http://www.sec.gov/ and
at the Investor section of our website at http://www.sst.com/. The
proxy statement and such other documents may also be obtained for
free from Silicon Storage Technology, Inc. by directing such
request to Silicon Storage Technology, Inc., Attention: Ricky
Gradwohl, 1020 Kifer Road, Sunnyvale, California 94086, Telephone:
408/735-9110. Silicon Storage Technology, Inc. and its directors
and executive officers may be deemed to be participants in the
solicitation of proxies from its shareholders in connection with
the proposed merger with Microchip. Information about Silicon
Storage Technology, Inc.'s directors and executive officers is set
forth in Silicon Storage Technology, Inc.'s proxy statement on
Schedule 14A filed with the SEC on April 30, 2009. Additional
information regarding the interests of participants in the
solicitation of proxies in connection with the proposed merger with
Microchip in included in the definitive proxy statement with
respect to the proposed merger with Microchip that Silicon Storage
Technology, Inc. filed with the SEC on March 3, 2010.
Forward-Looking Information Is Subject to Risk and Uncertainty
Statements about the expected timing, completion and effects of the
proposed merger, and all other statements in this press release
other than historical facts, constitute forward-looking statements
within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Readers are cautioned not
to place undue reliance on these forward-looking statements, each
of which is qualified in its entirety by reference to the following
cautionary statements. Forward-looking statements speak only as of
the date hereof and are based on current expectations and involve a
number of assumptions, risks and uncertainties that could cause
actual results to differ materially from those projected in the
forward-looking statements. A number of the matters discussed
herein that are not historical or current facts deal with potential
future circumstances and developments, in particular, whether and
when the transactions contemplated by the merger agreement will be
consummated. The discussion of such matters is qualified by the
inherent risks and uncertainties surrounding future expectations
generally, and also may materially differ from actual future
experience involving any one or more of such matters. Such risks
and uncertainties include: any conditions imposed on the parties in
connection with consummation of the transaction described herein;
approval of the merger by our shareholders; satisfaction of various
other conditions to the closing of the transactions described
herein; and the risks that are described from time to time in our
reports filed with the SEC, including our Annual Report on Form
10-K for the year ended December 31, 2008 and our Quarterly Report
on Form 10-Q for the quarter ended September 30, 2009. This press
release speaks only as of its date, and we disclaim any duty to
update the information herein. About Silicon Storage Technology,
Inc. Headquartered in Sunnyvale, California, SST designs,
manufactures and markets a diversified range of memory and
non-memory products for high volume applications in the digital
consumer, networking, wireless communications and Internet
computing markets. Leveraging its proprietary, patented SuperFlash
technology, SST is a leading provider of nonvolatile memory
solutions with product families that include various densities of
high functionality flash memory components and flash mass storage
products. The company also offers its SuperFlash technology for
embedded applications through its broad network of world-class
manufacturing partners and technology licensees, including TSMC,
which offers it under its trademark Emb-FLASH. SST's non-memory
products include NAND controller-based products, smart card ICs and
modules, flash microcontrollers and radio frequency ICs and
modules. Further information on SST can be found on the company's
Web site at http://www.sst.com/. For more information about SST and
the company's comprehensive list of product offerings, please call
1-888/SST-CHIP. Information can also be requested via email to
literature@sst.com or through SST's Web site at
http://www.sst.com/. SST's head office is located at 1020 Kifer
Road, Sunnyvale, California 94086; telephone: 408/735-9110, fax:
408/735-9036. The SST logo and SuperFlash are registered trademarks
of Silicon Storage Technology, Inc. All other trademarks or
registered trademarks are the property of their respective holders.
Contacts: Media: Jamie Moser / Nicholas Lamplough Joele Frank,
Wilkinson Brimmer Katcher 212-355-4449 Investors: Arthur B. Crozier
Innisfree M&A Incorporated 212-750-5833 DATASOURCE: Silicon
Storage Technology, Inc. CONTACT: Media, Jamie Moser, or Nicholas
Lamplough, both of Joele Frank,Wilkinson Brimmer Katcher,
+1-212-355-4449, for Silicon Storage Technology; orInvestors,
Arthur B. Crozier of Innisfree M&A Incorporated,
+1-212-750-5833 Web Site: http://www.sst.com/
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