- $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) — November 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.
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.