- Forms Global Leader in Smart Connectivity Solutions
- Company Provides Results of Tender Offer
HILLSBORO, Ore. — (BUSINESS WIRE) — March 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.