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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On January 26, 2017, MACOM Technology
Solutions Holdings, Inc., a Delaware corporation (“MACOM”) completed the previously announced acquisition of Applied Micro Circuits Corporation, a Delaware corporation (“AMCC”) pursuant to the Agreement and Plan of Merger and
Reorganization (the “Merger Agreement”), dated November 21, 2016, by and among MACOM, AMCC, Montana Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of MACOM (“Purchaser”), and MACOM Connectivity
Solutions, LLC (f/k/a Montana Merger Sub II, LLC), a Delaware limited liability company and a wholly owned subsidiary of MACOM (“LLC Sub”).
As
previously disclosed, pursuant to the Merger Agreement, Purchaser commenced an exchange offer (the “Offer”) to purchase all of the outstanding shares of common stock, par value $0.01 per share, of AMCC (the “AMCC Stock”), with
each share of AMCC Stock accepted by Purchaser in the Offer to be exchanged for (i) $3.25 in cash and 0.1089 shares of MACOM common stock, par value $0.001 per share, plus cash in lieu of any fractional shares, in each case, without interest
((i) and (ii) together, the “Transaction Consideration”) upon the terms and subject to the conditions set forth in the Prospectus/Offer dated December 21, 2016 (and any amendments and supplements thereto), and the related Letter
of Transmittal.
The Offer expired at 12:00 a.m. midnight, Eastern Time, at the end of January 25, 2017 (the “Expiration Time”). The
depositary and exchange agent for the Offer advised that, as of the Expiration Time, a total of 64,466,896 shares of AMCC Stock had been validly tendered and not properly withdrawn pursuant to the Offer, which tendered shares of AMCC Stock
represented approximately 73.6% of the outstanding shares of AMCC Stock as of the Expiration Time. Purchaser accepted for exchange all such shares of AMCC Stock validly tendered and not properly withdrawn pursuant to the Offer.
On January 26, 2017, pursuant to the terms and conditions of the Merger Agreement, MACOM completed its acquisition of AMCC when (i) Purchaser merged
with and into AMCC (the “First Merger”), with AMCC surviving the First Merger and (ii) immediately following the First Merger, AMCC, as the surviving company of the First Merger, merged with and into LLC Sub (the “Second
Merger” and together with the First Merger, the “Mergers”), with LLC Sub surviving the Second Merger as a wholly owned subsidiary of MACOM (the “Surviving Company”). AMCC and MACOM intended, for U.S. federal income tax
purposes, for the Offer and the Mergers, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The First Merger was governed by Section 251(h) of the Delaware General Corporation Law (the “DGCL”), with no stockholder vote required to
consummate the First Merger. At the effective time of the First Merger (the “Effective Time”), each share of AMCC Stock (other than shares, if any, of AMCC Stock owned by AMCC, MACOM, Purchaser, LLC Sub or other subsidiaries of MACOM,
which were canceled and ceased to exist) was converted into the right to receive the Transaction Consideration.
The cash portion of the Transaction
Consideration and related costs and expenses were funded from cash on hand.
The foregoing descriptions of the Offer, the Mergers and the Merger Agreement
in this Item 2.01 do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to MACOM’s Current Report on
Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2016 and incorporated herein by reference.