-
$8.30 per Share All-Cash Transaction Delivers 30% Premium to
Shareholders
-
Privatization to Enhance Focus on Core Strategies
-
Lattice will continue to be headquartered in Portland, Oregon,
operating as a subsidiary of Canyon Bridge
PORTLAND, Ore. & PALO ALTO, Calif.--(BUSINESS WIRE)--Nov. 3, 2016--
Lattice Semiconductor Corporation (NASDAQ:LSCC) (“Lattice” or the
“Company”) and Canyon Bridge Capital Partners, Inc. (“Canyon Bridge”)
today announced that the Company and Canyon Bridge Acquisition Company,
Inc. (“Parent”), an affiliate of Canyon Bridge, have signed a definitive
agreement under which Parent will acquire all outstanding shares of
Lattice for approximately $1.3 billion inclusive of Lattice’s net debt,
or $8.30 per share in cash. This represents a 30% premium to Lattice’s
last trade price on November 2, 2016, the last trading day prior to
announcement.
Darin G. Billerbeck, President and Chief Executive Officer of Lattice,
commented, “We are pleased to announce the transaction today with Canyon
Bridge, which will unlock tremendous value for shareholders. This
transaction is the culmination of an extensive review process with our
Board, financial and legal advisers, and it delivers certain and
immediate cash value to shareholders while reducing our execution risk.
We are excited to leverage Canyon Bridge’s resources and market
connections as we enhance our focus on executing our long-term strategic
plan of continued innovation. Importantly, we will operate as a
standalone subsidiary after the acquisition and do not expect any
changes in our operations or our unwavering commitment to continued
innovation for our customers.”
Ray Bingham, Founding Partner, Canyon Bridge, noted, “Lattice’s
low-power FPGA franchise, along with its video connectivity and wireless
solutions, make it a compelling, strategic investment. We expect the
Company will continue to leverage its existing customer relationships
with major OEMs globally, while further broadening the role of its
technology solutions and accelerating its strategic plans.”
Benjamin Chow, Founding Partner, Canyon Bridge, added, “Equally critical
in our decision to partner with Lattice is the Company’s world-class
management team and its dedicated, highly experienced employee base. Our
long-term interests are aligned with Lattice’s employees and customers.
We plan to build upon Lattice’s achievements and are excited to provide
the resources necessary to help the Company achieve significant growth
and long-term success.”
The transaction has been unanimously approved by both companies’ boards
of directors and is expected to close in early 2017 subject to customary
closing conditions, regulatory approvals and approval by Lattice’s
shareholders. Lattice and Canyon Bridge are committed to proactive
engagement with regulators to facilitate the government review process.
Upon the completion of the transaction, Lattice will be a standalone
subsidiary of Canyon Bridge and Lattice’s senior management team will
continue to lead the business from its current headquarters in Portland,
OR.
Morgan Stanley & Co. LLC is serving as the sole financial adviser to
Lattice and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
adviser. Lazard is serving as the financial adviser to Canyon Bridge and
Jones Day is serving as legal adviser.
About Lattice Semiconductor
Lattice Semiconductor (NASDAQ:LSCC) provides smart connectivity
solutions powered by our low power FPGA, video ASSP, 60 GHz millimeter
wave, and IP products to the consumer, communications, industrial,
computing, and automotive markets worldwide. Our unwavering commitment
to our customers enables them to accelerate their innovation, creating
an ever better and more connected world.
For more information, visit www.latticesemi.com.
You can also follow us via LinkedIn, Twitter,
Facebook, YouTube or RSS.
About Canyon Bridge Capital Partners, Inc.
Canyon Bridge is a newly formed, global private equity buyout fund,
headquartered in Palo Alto, CA, focused on providing equity and
strategic capital to enable technology companies to reach their full
growth potential. The firm combines a deep knowledge of the global
technology industry with experience in financial markets to provide
world-class investment expertise in creating and maximizing value for
its investors. Canyon Bridge seeks control investments in companies with
strong platforms led by experienced management. Canyon Bridge’s
investment philosophy is to work closely with company executives to
implement best business practices and tap growth markets globally,
including through additional investments and accretive acquisitions.
Initial funding for Canyon Bridge comes from limited partners in China.
For more information, visit www.canyonbridge.com.
Forward Looking Statements
Certain statements made herein, including, for example, the expected
date of closing of the proposed acquisition (the “Merger”) of the
Company by Parent pursuant to the terms of the Agreement and Plan of
Merger by and among the Company, Parent, and Canyon Bridge Merger Sub,
Inc. (“Merger Sub”, and such agreement, the “Merger Agreement”) and the
potential benefits of the Merger, are “forward-looking statements” as
defined in the Private Securities Litigation Reform Act of 1995, within
the meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Statements that include the words “expect,” “intend,” “plan,”
“believe,” “project,” “anticipate,” “will,” “may,” “would” and similar
statements of a future or forward-looking nature may be used to identify
forward-looking statements. These forward-looking statements reflect the
current analysis of the management of the Company of existing
information as of the date of these forward-looking statements and are
subject to various risks and uncertainties, many of which are beyond our
control, and are not guarantees of future results or achievements.
Consequently, no forward-looking statements may be guaranteed and there
can be no assurance that the actual results or developments anticipated
by such forward looking statements will be realized or, even if
substantially realized, that they will have the expected consequences
to, or effects on, the Company or its businesses or operations. As a
result, you should not place undue reliance on any such statements and
caution must be exercised in relying on forward-looking statements. Due
to known and unknown risks, our actual results may differ materially
from our expectations or projections.
The following factors, among others, could cause actual results to
differ materially from those described in these forward-looking
statements: the occurrence of any event, change or other circumstances
that could give rise to the delay or termination of the Merger
Agreement; the outcome or length of any legal proceedings that have
been, or will be, instituted related to the Merger Agreement; the
inability to complete the Merger due to the failure to timely or at all
obtain stockholder approval for the Merger or the failure to satisfy
other conditions to completion of the Merger, including the receipt on a
timely basis or at all any required regulatory clearances related to the
Merger, including under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 (HSR) and from the Committee on Foreign Investment in the United
States (CFIUS); the failure of Parent to obtain or provide on a timely
basis or at all the necessary financing as set forth in the equity
commitment letter delivered pursuant to the Merger Agreement; risks that
the proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the Merger;
the effects of local and national economic, credit and capital market
conditions on the economy in general; and the other risks and
uncertainties described herein, as well as those risks and uncertainties
discussed from time to time in our other reports and other public
filings with the Securities and Exchange Commission (the “SEC”) as
described below. The foregoing review of important factors that could
cause actual events to differ from expectations should not be construed
as exhaustive.
Additional information concerning these and other factors that may
impact our expectations and projections can be found in our periodic
filings with the SEC, including our Annual Report on Form 10-K for the
fiscal year ended January 2, 2016, and our Quarterly Reports on Form
10-Q for the quarters ended April 2, 2016 and July 2, 2016. Our SEC
filings are available publicly on the SEC’s website at www.sec.gov,
on the Company’s website at ir.latticesemi.com or upon request from the
Company’s Investor Relations Department at lscc@globalirpartners.com.
Except to the extent required by applicable law, we disclaim any
obligation to update any forward-looking statement, whether as a result
of new information, future events or otherwise.
Additional Information about the Proposed Merger And Where To Find
It
In connection with the proposed Merger, the Company will file a proxy
statement with the SEC. Additionally, the Company plans to file other
relevant materials with the SEC in connection with the proposed Merger.
The definitive proxy statement will be sent or given to the stockholders
of the Company and will contain important information about the proposed
Merger and related matters. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE
PARTIES TO THE MERGER. The materials to be filed by the Company with the
SEC may be obtained free of charge at the SEC’s web site at www.sec.gov
or upon request from the Company’s Investor Relations Department at lscc@globalirpartners.com.
Participants in the Solicitation
The Company and its directors will, and certain other members of its
management and its employees as well as Parent and Merger Sub and their
directors and officers may, be deemed to be participants in the
solicitation of proxies of Company stockholders in connection with the
proposed Merger. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of the
Company’s executive officers and directors in the solicitation by
reading the Company’s Annual Report on Form 10-K for the fiscal year
ended January 2, 2016, the Company’s proxy statement on Schedule 14A for
its 2016 Annual Meeting of Stockholders, and the proxy statement and
other relevant materials filed with the SEC in connection with the
Merger if and when they become available. Additional information
concerning the interests of the Company’s participants in the
solicitation, which may, in some cases, be different than those of the
Company’s stockholders generally, will be set forth in the proxy
statement relating to the Merger when it becomes available.
View source version on businesswire.com: http://www.businesswire.com/news/home/20161103005762/en/
Source: Lattice Semiconductor Corporation
For Lattice:
Investor Contact:
David Pasquale
Global
IR Partners
914-337-8801
lscc@globalirpartners.com
or
Media
Contacts:
John Christiansen / David Isaacs / Paul Frankle
Sard
Verbinnen & Co
415-618-8750
Lattice-SVC@sardverb.com
or
Sherrie
Gutierrez
Lattice Semiconductor
408-826-6752
sherrie.gutierrez@latticesemi.com
or
Allison
DeLeo
Racepoint Global
415-694-6711
Lattice@racepointglobal.com
or
For
Canyon Bridge:
Investor Contact:
Ray Bingham
Canyon
Bridge Capital Partners
408-456-1999
ray.bingham@canyonbridge.com
or
Media
Contact:
Robert Schwartz
Ogilvy Public Relations
202-729-4006
robert.schwartz@ogilvy.com
