All-Cash Transaction Valued at Approximately $400 Million for Pericom’s $129 Million in TTM Revenue and Approximately $129 Million of Cash Equivalents as of June 27, 2015
PLANO, Texas & MILPITAS, Calif. — (BUSINESS WIRE) — September 3, 2015 — Diodes Incorporated (Nasdaq: DIOD), a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete, logic and analog semiconductor markets and Pericom Semiconductor Corporation (Nasdaq: PSEM), a worldwide supplier of high performance connectivity and timing solutions, today announced that Diodes Incorporated and Pericom have entered into an Agreement and Plan of Merger that provides for the acquisition of Pericom by Diodes.
Highlights of the transaction include:
- Combined trailing twelve months ("TTM") reported revenue of approximately $1.0 billion and gross profit of approximately $337 million;
- Expected to be immediately accretive to Diodes’ GAAP earnings per share;
- Strengthens Diodes’ analog product offering and adds an extensive mixed-signal connectivity portfolio;
- Provides enhanced platform content for focused and emerging applications;
- Balances revenue contribution across target end markets;
- Enhances market and margin expansion opportunities with greater scale and value-added solutions; and
- Expected to result in operating and administrative efficiencies.
At the effective date of the merger, each share of Pericom will be converted into the right to receive $17.00 in cash, without interest. The aggregate consideration will be approximately $400 million. The purchase price represents a 40 percent premium to the closing price on September 2, 2015. The boards of both companies have approved the transaction, which is still subject to approval by Pericom’s shareholders, as well as other customary closing conditions and regulatory approvals. The transaction is expected to close in the fourth quarter of 2015.
Commenting on the transaction, Dr. Keh-Shew Lu, President and Chief Executive Officer of Diodes, stated, “The proposed acquisition of Pericom accelerates the attainment of Diodes' goal of a $1 billion annual revenue run rate with 35 percent gross margin, while being immediately accretive to earnings. This transaction broadens Diodes’ analog footprint and adds a strong mixed-signal connectivity offering that will drive expanded product content in target market applications. Also, Pericom’s extensive timing product lines complement Diodes’ standard product portfolio and broaden our analog footprint. We look forward to integrating the Pericom team into Diodes’ family as we work closely with our customers to familiarize them with our new expanded offerings."
Also commenting on the proposed acquisition, Alex Hui, President and Chief Executive Officer of Pericom said, “Diodes’ size and scale provides an excellent platform for our products to gain access to a broader customer base and drive a higher level of growth than Pericom would be able to achieve as a standalone company. Most importantly, this transaction delivers significant value for our shareholders as well as for our employees and customers by creating the opportunity to be part of a larger organization and enabling even greater future success for Pericom.”
Diodes expects to fund the purchase price of the acquisition mainly by drawing down additional capital following a recent $200 million increase to its existing credit facility. Bank of America Merrill Lynch acted as sole lead arranger for the credit facility increase and financial advisor on the transaction. Sheppard Mullin Richter & Hampton LLP acted as legal counsel to Diodes. Cowen and Company acted as exclusive financial advisor and Latham & Watkins LLP acted as legal counsel to Pericom Semiconductor.
Conference Call and Slide Presentation Information
Diodes will host a conference call today at 12:00 p.m. Central Time (1:00 p.m. Eastern Time). This conference call will be broadcast live over the Internet with a slide presentation and can be accessed by all interested parties on the Investor section of Diodes' website at http://www.diodes.com. On the call to discuss the proposed acquisition will be Dr. Keh-Shew Lu, Diodes’ President and Chief Executive Officer, Rick White, Diodes’ Chief Financial Officer, Mark King, Diodes’ Senior Vice President of Sales and Marketing, Julie Holland, Diodes' Vice President of Worldwide Analog Products, Laura Mehrl, Diodes’ Director of Investor Relations and Alex Hui, Pericom’s President and Chief Executive Officer. Investors and analysts are invited to participate on the call. To listen to the live call, please go to the Investor section of Diodes website and click on the Conference Call link at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software.
When: Thursday, September 3, 2015
Time: 12:00 noon CT / 1:00 p.m. ET
Dial in: 855-232-8957; outside the U.S. +1-315-625-6979
Participant Code: 31123932