MACOM Technology Solutions Holdings, Inc. (NASDAQ: MTSI)
(“MACOM”), a leading supplier of high-performance analog RF,
microwave, millimeterwave and photonic semiconductor products,
today announced that on December 12, 2016, the Federal Trade
Commission granted early termination of the antitrust waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act for
the proposed merger of MACOM and Applied Micro Circuits Corporation
(NASDAQ:AMCC) (“AMCC”).
The transaction remains subject to various conditions, including
the commencement, and completion, of MACOM’s tender offer to
purchase each outstanding common share of AMCC and other customary
closing conditions. Both companies continue to expect that the
transaction will close in the first calendar quarter of 2017.
About MACOMMACOM enables a better-connected and safer
world by delivering breakthrough semiconductor technologies for
optical, wireless and satellite networks that satisfy society’s
insatiable demand for information.
Today, MACOM powers the infrastructure that millions of lives
and livelihoods depend on every minute to communicate, transact
business, travel, stay informed, and be entertained. Our technology
increases the speed and coverage of the mobile Internet and enables
fiber optic networks to carry previously unimaginable volumes of
traffic to businesses, homes, and datacenters.
Keeping us all safe, MACOM technology enables next-generation
radars for air traffic control and weather forecasting, as well as
mission success on the modern networked battlefield.
MACOM is the partner of choice to the world’s leading
communications infrastructure, aerospace and defense companies,
helping solve their most complex challenges in areas including
network capacity, signal coverage, energy efficiency, and field
reliability, through its best-in-class team and broad portfolio of
analog RF, microwave, millimeterwave, and photonic semiconductor
products.
MACOM is a pillar of the semiconductor industry, thriving for
more than 60 years of daring to change the world for the better,
through bold technological strokes that deliver true competitive
advantage to customers and superior value to investors.
Headquartered in Lowell, Massachusetts, MACOM is certified to
the ISO9001 international quality standard and ISO14001
environmental management standard. MACOM has design centers and
sales offices throughout North America, Europe, Asia and
Australia.
MACOM, M/A-COM, M/A-COM Technology Solutions, M/A-COM Tech,
Partners in RF & Microwave, and related logos are trademarks of
MACOM. All other trademarks are the property of their respective
owners. For more information about MACOM, please
visit www.macom.com follow @MACOMtweets on
Twitter, join MACOM on LinkedIn, or visit the
MACOM YouTube Channel.
About AppliedMicroAppliedMicro Circuits Corporation
(Nasdaq:AMCC) is a global leader in computing and connectivity
solutions for next-generation cloud infrastructure and data
centers. AppliedMicro delivers silicon solutions that dramatically
lower total cost of ownership. Corporate headquarters are located
in Santa Clara, California. www.apm.com.
Forward-Looking Statements
DISCLOSURE NOTICE: This document contains forward-looking
information related to MACOM, AMCC and the proposed acquisition of
AMCC by MACOM that involves substantial risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by such statements. Forward-looking statements
in this document include, among other things, statements about the
anticipated timing of closing of the acquisition. Risks and
uncertainties include, among other things, risks related to the
satisfaction of the conditions to closing the acquisition
(including the failure to obtain necessary regulatory approvals) in
the anticipated timeframe or at all, including uncertainties as to
how many of AMCC’s stockholders will tender their shares in the
tender offer and the possibility that the acquisition does not
close; risks related to the ability to realize the anticipated
benefits of the acquisition, including the possibility that the
expected benefits from the proposed acquisition will not be
realized or will not be realized within the expected time period;
the risk that the businesses will not be integrated successfully;
disruption from the transaction making it more difficult to
maintain business, contractual and operational relationships;
negative effects of this announcement or the consummation of the
proposed acquisition on the market price of MACOM’s common stock
and on MACOM’s operating results; significant transaction costs;
unknown liabilities; the risk of litigation and/or regulatory
actions related to the proposed acquisition; other business
effects, including the effects of industry, market, economic,
political or regulatory conditions; future exchange and interest
rates; changes in tax and other laws, regulations, rates and
policies; future business combinations or disposals; the
uncertainties inherent in research and development, including the
ability to sustain and increase the rate of growth in revenues for
AMCC products; and competitive developments.
A further description of risks and uncertainties relating to
MACOM and AMCC can be found in their respective Annual Reports on
Form 10-K for the fiscal years ended September 30, 2016 and March
31, 2016, respectively, and in their subsequent Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, all of which are
filed with the U.S. Securities and Exchange Commission (the “SEC”)
and available at www.sec.gov.
The information contained in this document is as of December 13,
2016. Neither MACOM nor AMCC assumes any obligation to update
forward-looking statements contained in this document as the result
of new information or future events or developments.
Additional Information and Where to Find It
The exchange offer for the outstanding shares of AppliedMicro
stock described in this communication has not yet commenced. This
announcement is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares,
nor is it a substitute for any materials that MACOM and its
offering subsidiary, Montana Merger Sub I, Inc. (“Purchaser”), will
file with the SEC.
Purchaser plans to file a tender offer statement on Schedule TO,
together with other related exchange offer documents, including a
letter of transmittal, in connection with the offer; AMCC plans to
file a Recommendation Statement on Schedule 14D-9 in connection
with the offer; and MACOM plans to file a registration statement on
Form S-4 that will serve as a prospectus for MACOM stock to be
issued as consideration in the offer and the mergers. These
documents will contain important information about MACOM, AMCC and
the mergers. AMCC stockholders are urged to read these documents
carefully and in their entirety when they become available before
making any decision regarding exchanging their shares. These
documents will be made available to AMCC stockholders at no expense
to them and will also be available for free at the SEC's website at
www.sec.gov. Additional copies may be obtained for free by
contacting MACOM’s investor relations department at 949-224-3874 or
AMCC’s investor relations department at 415-217-4962.
In addition to the SEC filings made in connection with the
transaction, each of MACOM and AMCC files annual, quarterly and
current reports and other information with the SEC. You may read
and copy any reports or other such filed information at the SEC
public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. MACOM’s and AMCC’s
filings with the SEC are also available to the public from
commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
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version on businesswire.com: http://www.businesswire.com/news/home/20161213006098/en/
Company Contact:MACOM Technology Solutions Holdings,
Inc.Bob McMullan, 978-656-2753Chief Financial
Officerbob.mcmullan@macom.comorMACOM Investor Relations
Contact:Shelton GroupLeanne K. Sievers, 949-224-3874EVPorBrett
L. Perry, 214-272-0070Vice
Presidentsheltonir@sheltongroup.comorAppliedMicro Investor
Relations Contact:The Blueshirt GroupSuzanne Schmidt,
415-217-4962Managing Directorsuzanne@blueshirtgroup.com
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