Additional Transaction Details
The transaction has been unanimously approved by the boards of directors of both companies and is expected to close by the end of March 2015. Pursuant to the definitive agreement, a subsidiary of Lattice Semiconductor will commence a tender offer for 100% of the outstanding shares of Silicon Image common stock for $7.30 per share in cash. The tender offer is required to be commenced within 10 business days and to remain open for at least 20 business days after launch. Following successful completion of the tender offer, any shares not acquired in the tender offer will be acquired in a second-step merger at the same per share cash price. The directors and executive officers of Silicon Image have agreed to tender their shares in the tender offer. Closing of the tender offer is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and there being validly tendered and not withdrawn a number of shares of Silicon Image common stock equal to at least a majority of the total outstanding shares of Silicon Image common stock. The transaction will be funded through a combination of cash on hand and new debt financing. The Company has received a financing commitment of $350 million from Jefferies Finance LLC. The proposed transaction is not subject to a financing condition.
Jefferies LLC is serving as the financial adviser to Lattice Semiconductor and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal adviser. Barclays PLC is serving as the financial adviser to Silicon Image and Fenwick & West LLP is serving as legal adviser.
Acquisition Conference Call / Webcast Details
Lattice Semiconductor will hold a conference call to discuss the proposed acquisition of Silicon Image on Tuesday, January 27, 2015 at 8:00 a.m. Eastern Time. The conference call-in number is 1-888-286-6281 or 1-706-643-3761 with conference identification number 73009766. A live webcast of the conference call will also be available on Lattice's website at www.latticesemi.com.
Presentation materials will be available prior to the conference call on the investor relations section of Lattice Semiconductors website at www.lscc.com.
A replay of the call will be available approximately two hours after the conclusion of the live call through 11:59 p.m. Eastern Time on February 9, 2015, by telephone at 1-404-537-3406. To access the replay, use conference identification number 73009766. A webcast replay will also be available on Lattice's investor relations website at www.latticesemi.com.
About Lattice Semiconductor
Lattice Semiconductor (NASDAQ: LSCC) is the leader in low power, small form factor, low cost, customizable solutions for a quickly changing connected world. From making smart consumer devices smarter, to enabling intelligent industrial automation, or connecting anything to everything in communications, electronics manufacturers around the world use Lattice's solutions for fast time to market, product innovation, and competitive differentiation. For more information, visit www.latticesemi.com. You can also follow us via LinkedIn, Twitter, Facebook or RSS.
About Silicon Image
Silicon Image (SIMG) is a leading provider of multimedia connectivity solutions and services for mobile, consumer electronics and PC markets. Silicon Images semiconductor and intellectual property products feature wireless and wired technologies that deliver connectivity across a wide array of devices in the home, office and on the go. Silicon Image has driven the creation of the industry standards HDMI®, DVI, MHL® and WirelessHD®, and offers manufacturers comprehensive standards interoperability and compliance testing services via its wholly-owned subsidiary, Simplay Labs. For more information, visit http://www.siliconimage.com/.
This communication does not constitute an offer to buy or a solicitation of an offer to sell any securities. No tender offer for the shares of Silicon Image, Inc. has commenced at this time. In connection with the proposed transaction, Lattice Semiconductor may file tender offer documents with the U.S. Securities and Exchange Commission (SEC). Any definitive tender offer documents will be mailed to shareholders of Silicon Image. INVESTORS AND SECURITY HOLDERS OF SILICON IMAGE ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Lattice Semiconductor through the Web site maintained by the SEC at http://www.sec.gov or through Secretary, Lattice Semiconductor Corporation, 5555 NE Moore Court, Hillsboro, Oregon 97124-6421.
Forward-Looking Statements Notice:
The foregoing paragraphs contain forward-looking statements that involve
estimates, assumptions, risks and uncertainties. Any statements about
expectations, beliefs, plans, objectives, assumptions or future events
or performance are not historical facts and may be forward-looking.
Words or phrases such as anticipates, believes, could,
estimates, expects, intends, plans, predicts, projects,
may, will, should, continue, ongoing, future, potential
and similar words or phrases identify forward-looking statements. The
forward-looking statements in this document address a variety of
subjects including, for example, the expected date of closing of the
acquisition and the potential benefits of the merger. Forward-looking
statements involve estimates, assumptions, risks and uncertainties that
could cause actual results to differ materially from those expressed in
the forward-looking statements. The following factors, among others,
could cause actual results to differ materially from the forward-looking
statements: the risk that the transaction will not close when expected
or at all; the risk that the operations of the two companies will not be
integrated successfully; the failure to achieve the anticipated benefits
and synergies of the transaction; the risk that Lattice or Silicon
Images business will be adversely impacted during the pendency of the
transaction; costs associated with the transaction; matters arising in
connection with the parties efforts to comply with and satisfy
applicable regulatory approvals and closing conditions relating to the
transaction; and other events that could adversely impact the completion
of the transaction, including industry or economic conditions outside of
the control of Lattice and Silicon Image. In addition, actual results
are subject to other risks and uncertainties that relate more broadly to
Lattice and Silicon Images overall business, including those more fully
described in Lattices filings with the SEC including its annual report
on Form 10-K for the fiscal year ended December 28, 2013, and Lattices
quarterly reports filed on Form 10-Q for the 2014 fiscal year, and those
more fully described in Silicon Images filings with the SEC including
its annual report on Form 10-K for the fiscal year ended December 31,
2013, and its quarterly reports filed on Form 10-Q for the 2014 fiscal