- Forms Global Leader in Smart Connectivity Solutions
- Company Provides Results of Tender Offer
HILLSBORO, Ore.--(BUSINESS WIRE)--Mar. 10, 2015--
Lattice Semiconductor Corporation (NASDAQ:LSCC), a leading provider of
programmable connectivity solutions, today announced the close of its
acquisition of Silicon Image, Inc., a leading provider of wired and
wireless connectivity solutions, and the results of the related tender
offer. For the first time in the semiconductor industry, a single
company now combines the design flexibility and time to market benefits
of FPGAs, with the highly integrated, function and cost optimization
benefits of ASSPs. The all-cash acquisition, valued at approximately
$606.6 million (or approximately $466.6 million on an enterprise value
basis), is expected to be immediately accretive to EPS on a non-GAAP
basis.
Darin G. Billerbeck, Lattice Semiconductor’s President and Chief
Executive Officer, said, “Today marks an exciting day for Lattice, as we
close our transformative acquisition of Silicon Image. We have
significantly expanded our Company’s capabilities, with the addition of
MHL, HDMI and 60 GHz Intellectual Property, enhanced our business
prospects and financial profile, and further diversified our global
customer base. We will move forward quickly in order to realize the
compelling revenue and operating synergies created by our increased
economies of scale. Our team has put in place a well thought through,
comprehensive consolidation plan for an efficient integration and the
achievement of our targeted cost synergies. We plan to work relentlessly
over the coming years to rapidly deleverage through our increased free
cash flow, and to achieve the full benefits of this major acquisition
for our customers, shareholders and employees.”
The transaction, which was announced on January 27, 2015, was funded
through a combination of cash on hand and $350 million in debt financing
led by Jefferies Finance LLC. Jefferies LLC served as the financial
adviser to Lattice Semiconductor, and Skadden, Arps, Slate, Meagher &
Flom LLP served as legal adviser to Lattice Semiconductor. Barclays PLC
served as the financial adviser to Silicon Image, and Fenwick & West LLP
served as legal adviser to Silicon Image.
Results of the Tender Offer:
The tender offer for shares of Silicon Image, Inc. common stock expired
at 12:00 midnight, New York City time, at the end of the day on March 9,
2015. According to the depository for the tender offer, a total of
64,379,310 shares, or approximately 81.6% of the outstanding shares of
Silicon Image common stock, were validly tendered and not withdrawn, or
66,311,175 shares, or approximately 84.0% of the outstanding shares of
Silicon Image common stock if you include shares that were validly
tendered and not withdrawn by means of notices of guaranteed delivery.
The minimum condition for the tender offer was satisfied, and all
validly tendered shares have been accepted for payment by Lattice
Semiconductor in accordance with the terms of the tender offer. Lattice
Semiconductor and Silicon Image subsequently completed the merger, in
which Silicon Image became a wholly owned subsidiary, and each
outstanding share of Silicon Image common stock (other than shares held
by any holders who properly demanded and perfected appraisal rights
under Delaware law) was converted into the right to receive $7.30 per
share in cash, without interest, and less applicable tax withholding.
This was same price paid in the tender offer. Silicon Image’s common
stock ceased trading on the NASDAQ on March 9, 2015, and will no longer
be listed.
About Lattice Semiconductor:
Lattice Semiconductor (NASDAQ: LSCC) is the global leader in smart
connectivity solutions, providing market leading intellectual property
and low-power, small form-factor devices that enable more than 8,000
global customers to quickly deliver innovative and differentiated cost
and power efficient products. The Company’s broad end-market exposure
extends from consumer electronics to industrial equipment,
communications infrastructure and licensing.
Lattice was founded in 1983 and is headquartered in Portland, Oregon.
The Company acquired Silicon Image in March 2015, which is a leader in
setting industry standards including the highly successful HDMI®, DVI™,
MHL® and WirelessHD® standards.
For more information, visit www.latticesemi.com.
You can also follow us via LinkedIn, Twitter, Facebook or RSS.
Forward-Looking Statements Notice:
The foregoing paragraphs contain forward-looking statements that involve
estimates, assumptions, risks and uncertainties. Any statements about
our expectations, beliefs, plans, objectives, assumptions, or future
events or performance are not historical facts and may be
forward-looking. Such forward-looking statements include the statements
relating to: our integration and consolidation plans; our efforts to
realize the benefits of increased economies of scale, achieve our
targeted cost synergies and increase sales and earnings growth; the
impact of the acquisition on our capabilities, business prospects,
financial profile, and customer base; and our plans to use anticipated
increases in our free cash flow to deleverage, and achieve the benefits
of the acquisition. Other forward-looking statements may be indicated by
words such as “will,” “could,” “should,” “would,” “may,” “expect,”
“plan,” “project,” “anticipate,” “intend,” “forecast,” “future,”
“believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or
the negative of these terms or other comparable terminology. Lattice
believes the factors identified below could cause actual results to
differ materially from the forward-looking statements.
Estimates of future revenue are inherently uncertain due to, among other
things, the high percentage of quarterly “turns” business. In addition,
revenue is affected by such factors as global economic conditions, which
may affect customer demand, pricing pressures, competitive actions, the
demand for our Mature, Mainstream and New products, in particular our
iCE40™ and MachXO3L™ devices, the demand for the products and
functionality acquired in the acquisition, the ability to supply
products to customers in a timely manner, changes in our distribution
relationships, or the volatility of our consumer business. Actual gross
margin percentage and operating expenses could vary from the estimates
on the basis of, among other things, changes in revenue levels, changes
in product pricing and mix, changes in wafer, assembly, test and other
costs, including commodity costs, variations in manufacturing yields,
the failure to sustain operational improvements, the actual amount of
compensation charges due to stock price changes. Any unanticipated
declines in revenue or gross margin, any unanticipated increases in our
operating expenses or unanticipated charges could adversely affect our
profitability.
In addition to the foregoing, other factors that may cause actual
results to differ materially from the forward-looking statements in this
press release include global economic uncertainty, overall semiconductor
market conditions, market acceptance and demand for our new and existing
products, the Company's dependencies on its silicon wafer suppliers, the
impact of competitive products and pricing, technological and product
development risks, the risk that the operations of the two companies
will not be integrated successfully after the Silicon Image transaction
or that we will fail to achieve the anticipated benefits and synergies
of the transaction, and the risk of disruptions to our business,
operations or relationships with customers, employees, and other third
parties in connection with the transaction. In addition, actual results
are subject to other risks and uncertainties that relate more broadly to
our overall business, including those risks more fully described in
Lattice’s filings with the SEC including its annual report on Form 10-K
for the fiscal year ended January 3, 2015, and those more fully
described in Silicon Image’s filings with the SEC including its annual
report on Form 10-K for the fiscal year ended December 31, 2014.
You should not unduly rely on forward-looking statements because actual
results could differ materially from those expressed in any
forward-looking statements. In addition, any forward-looking statement
applies only as of the date on which it is made. The Company does not
intend to update or revise any forward-looking statements, whether as a
result of events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.
Lattice Semiconductor Corporation, Lattice (& design), L (& design),
iCE40, MachXO3L, HDMI®, DVI™, MHL® and WirelessHD® and other
specific product designations are either registered trademarks or
trademarks of Lattice Semiconductor Corporation or its subsidiaries in
the United States and/or other countries.
GENERAL NOTICE: Other product names used in this publication are for
identification purposes only and may be trademarks of their respective
holders.
Source: Lattice Semiconductor Corporation
For more information:
Lattice Semiconductor Corporation
Joe
Bedewi, 503-268-8000
Chief Financial Officer
or
Global IR
Partners
David Pasquale, 914-337-8801
lscc@globalirpartners.com