MACOM Technology Solutions Holdings, Inc.completed the acquisition of Applied Micro Circuits Corporation.
January 25, 2017
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MACOM Technology Solutions Holdings, Inc. (NASDAQGS:MTSI) (?MACOM?) entered into an agreement and plan of merger to acquire Applied Micro Circuits Corporation (NasdaqGS:AMCC) for approximately $770 million in cash and stock on November 21, 2016. Under the terms of deal, MACOM will make a tender offer to acquire 87.6 million shares of Applied Micro Circuits wherein it will pay $3.25 cash and issue 0.1089 of a share of its common stock for each share of Applied Micro Circuits Corporation. MACOM will also acquire Applied Micro Circuits' RSUs, MSUs and options of Applied Micro Circuits at a consideration of $3.25 in cash and 0.1089 in share of MACOM, to the extent vested and unvested options, RSUs and MSU's will converted into corresponding security of MACOM stock. The purchase consideration is subject to adjustments. MACOM expects to pay the cash portion of the acquisition price from cash on hand. Applied Micro stockholders are expected to own approximately 15% of the combined company. If minimum conditions are satisfied MACOM will acquire remaining shares of Applied Micro. In case of termination, Applied Micro Circuits may be required to pay $30 million to MACOM. Leif King of Skadden, Arps, Slate, Meagher & Flom, L.L.P. acted as legal advisor to Morgan Stanley & Co. LLC
The deal is subject to regulatory and HSR act approvals, shares of Applied Micro Circuits having been validly tendered and not properly withdrawn that represent at least a majority of the then-outstanding shares of Applied Micro Circuits, effectiveness of registration statement and listing of new shares of MACOM on NASDAQ. The transaction has been approved by the Boards of Directors of MACOM and Applied Micro Circuits. As on December 12, 2016, he Federal Trade Commission granted early termination of the antitrust waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The deal is expected to close in the first quarter of 2017 and is anticipated to be accretive to MACOM?s non-GAAP gross margin, non-GAAP operating margin and non-GAAP EPS in fiscal year 2017, excluding the compute business.
Evercore Group L.L.C. acted as financial advisor and Marko Zatylny of Ropes & Gray LLP acted as legal advisor to MACOM. Morgan Stanley & Co. LLC and Needham & Company, LLC acted as financial advisors and Jorge del Calvo of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisor to Applied Micro Circuits. Patrick Naughton, Gabriela Botifoll and Chajin Wu of Simpson Thacher acted as legal advisors for Evercore Partners.
MACOM Technology Solutions Holdings, Inc. (NASDAQGS:MTSI)completed the acquisition of Applied Micro Circuits Corporation (NasdaqGS:AMCC) on January 26, 2017.
MACOM Technology Solutions Holdings, Inc. designs and manufactures semiconductor products for the telecommunications, industrial and defense and data center industries. The Company is specialized in application, analog and mixed signal circuit design, compound semiconductor fabrication (including gallium arsenide (GaAs), gallium nitride (GaN), indium phosphide (InP) and specialized silicon), packaging and back-end assembly and test. It manufactures compound semiconductors, including GaAs, GaN and InP. It offers a product portfolio that incorporates radio frequency (RF), microwave, analog and mixed signal and optical semiconductor technologies. The Company's products are electronic components that its customers generally incorporate into electronic systems, such as wireless base stations, optical networks, data center networks, radar, medical systems and test and measurement applications. It operates facilities across the United States, Europe, Asia.
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. 
