ZHUHAI, China, Sept. 11, 2015 /PRNewswire/ -- Actions
Semiconductor Co., Ltd. (Nasdaq: ACTS)("Actions Semiconductor" or
"the Company"), one of China's
leading fabless semiconductor companies that provides comprehensive
portable multimedia and mobile internet system-on-a-chip (SoC)
solutions for portable consumer electronics, announced today that
it has amended its previously announced self "Dutch auction" tender
offer to (1) increase the size of the offer to up to 84,000,000 of
its issued and outstanding ordinary shares ("the Shares")
(including Shares represented by ADSs), (2) increase the price
range at which it will purchase the issued and outstanding ordinary
shares to not greater than $23/60 per
Share (or $2.30 per ADS) nor less
than $20/60 per Share (or
$2.00 per ADS) and (3) extend the
expiration date of the tender offer to 5:00
p.m., Eastern Daylight Savings Time, on Tuesday, September 29, 2015. The Company is also
reaffirming guidance for third quarter 2015 and fiscal 2015,
presented on August 14, 2015. The
Company undertakes to provide a further update prior to the closing
of the tender offer to the extent there are any material changes to
guidance for third quarter 2015 and fiscal 2015.
Information Relating to the Tender Offer Amendment and
Extension
Under the terms of the tender offer, the Company invites holders
of Shares and ADSs (together, the "Securities") to tender their
Securities at prices specified by such holders within such range of
prices described further in the amended offer materials. The
Company will select the lowest single per Share purchase price or
per ADS purchase price, as applicable, that will allow it to buy up
to 84,000,000 issued and outstanding Shares, which represent
approximately 24.0% of Actions Semiconductor's currently issued and
outstanding ordinary shares, $0.000001 par value per share at the completion
of the tender offer. Tenders of Securities must be made on or prior
to the expiration of the tender offer and may be withdrawn at any
time on or prior to the expiration of the tender offer. As
previously announced, the tender offer will not be conditioned upon
any minimum number of shares being tendered. The tender offer is,
however, subject to the satisfaction of certain terms and
conditions as described in the original Offer to Purchase and the
Supplement to the Offer to Purchase. The tender offer was
originally made pursuant to the Offer to Purchase, dated
August 24, 2015, which was previously
filed with the Securities and Exchange Commission ("SEC") and
forwarded to shareholders. A Supplement to the Offer to Purchase
and amended letters of transmittal and related materials containing
a complete explanation of the amended terms and conditions of the
tender offer and revised instructions for tendering the Securities
will be promptly filed with the SEC and forwarded to shareholders
of record.
Holders who have previously tendered securities, and do not wish
to either withdraw the tender of those securities, increase the
number of securities tendered or change their indication of a
specific price at which Shares (including Shares represented by
ADSs) are being tendered, do not need to take any further action.
As a result of the increase in the minimum price from US$18/60 per Share (or US$1.80 per ADS) to US$20/60 per Share (or US$2.00 per ADS), any Shares (including Shares
represented by ADSs) previously tendered into the tender offer at
any price below US$18/60 per Share
(or US$1.80 per ADS) will now be
deemed to have been tendered at US$20/60 per Share (or US$2.00 per ADS). Holders who have previously
tendered securities, and wish either to increase the number of
securities tendered or change their indications of a specific price
at which Shares (or ADSs) are being tendered, must deliver an
amended letter of transmittal to the depositary for the tender
offer on or prior to the expiration date.
Neither Actions Semiconductor, its board of directors, dealer
managers nor the information agent is making any recommendation to
holders of the Securities as to whether to tender or refrain from
tendering their Securities or as to the purchase price on any
tender. Actions Semiconductor has been advised that none of its
directors or executive officers intends to tender any Securities
pursuant to the offer. The information agent for the tender offer
is Laurel Hill Advisory Group, LLC and the depositary for the
tender offer is Laurel Hill Advisory Group Company. Laurel Hill
Securities, LLC and Imperial Capital, LLC are acting as the dealer
managers for this tender offer.
Reaffirmation of Third Quarter 2015 and Fiscal 2015 Guidance
The Company also reaffirmed its third quarter 2015 and fiscal
2015 guidance previously announced on August
14, 2015. For third quarter 2015, the Company reaffirmed
revenue guidance of $13.0 to $14.0
million. For fiscal 2015, the Company reaffirmed that it
continues to anticipate revenue growth for the full year 2015 but
at a slower pace than previously expected due to declining demand
in tablet market and longer than anticipated design and
qualification times for SoCs targeting other types of smart devices
and hardware.
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell Actions Semiconductor's Securities. The solicitation of
offers to buy Actions Semiconductor's Securities will only be made
pursuant to the offer to purchase, issued in connection with the
commencement of the tender offer (as may be amended or
supplemented), the related letter of transmittal, and other related
documents that Actions Semiconductor intends to send to holders of
its Securities. The tender offer materials contain important
information that should be read carefully before any decision is
made with respect to the tender offer. Those materials are being
distributed by Actions Semiconductor to the holders of its
Securities at no expense to them. In addition, all of the materials
(and all other offer documents filed with the SEC) will be
available at no charge on the SEC's website at www.sec.gov and by
contacting Laurel Hill Advisory Group, the Information Agent for
the Offer, by telephone at (888) 742-1305.
About Actions Semiconductor
Actions Semiconductor is one of China's leading fabless semiconductor
companies that provides comprehensive portable multimedia and
mobile internet system-on-a-chip (SoC) solutions for portable
consumer electronics. Actions Semiconductor products include SoCs,
firmware, software, solution development kits, as well as detailed
specifications of other required components. Actions Semiconductor
also provides total product and technology solutions that allow
customers to quickly introduce new portable consumer electronics to
the mass market in a cost effective way. The Company is
headquartered in Zhuhai, China,
with offices in Shanghai,
Shenzhen, Hong Kong and Taipei. For more information, please visit the
Actions Semiconductor website at http://www.actions-semi.com.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995
Statements contained in this release that are not historical
facts are forward-looking statements, as that term is defined in
the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include statements relating to the
Company's Dutch auction tender offer and its reaffirmation of
guidance. Actions Semiconductor uses words like "believe,"
"anticipate," "intend," "estimate," "expect," "project" and similar
expressions to identify forward-looking statements, although not
all forward-looking statements contain these words. These
forward-looking statements are estimates reflecting current
assumptions, expectations and projections about future events and
involve significant risks, both known and unknown, uncertainties
and other factors that could cause actual results to differ
materially and adversely from those expressed in any
forward-looking statement. The risks and uncertainties referred to
above include, but are not limited to, the trading price of the
ADSs, the security holders' interest in participating in such
tender offer, the review of this matter by the SEC, the Company's
proposed cash requirements and future prospects and results of
operations, and current market and economic conditions, as well as
such other factors described in the Company's filings with the SEC.
In light of these risks, uncertainties, assumptions and factors,
the forward-looking events discussed in this press release may not
occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date stated,
or if no date is stated, as of the date of this press release.
Except as required by law, Actions Semiconductor undertakes no
obligation and does not intend to update or revise any
forward-looking statement to reflect subsequent events or changed
assumptions or circumstances.
Investor
Contacts:
|
|
Elaine Ketchmere,
CFA
|
Ally Xie, CA,
CPA
|
Compass Investor
Relations
|
Actions
Semiconductor
|
eketchmere@compassir.com
|
investor.relations@actions-semi.com
|
+1-310-528-3031
|
+86-756-3392353*1018
|
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SOURCE Actions Semiconductor Co., Ltd.