ZHUHAI, China, Sept. 30, 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 the
preliminary results of its previously announced "Dutch auction"
tender offer for the purchase for cash of up to 84,000,000 of its
issued and outstanding ordinary shares (the "Shares") (including
Shares represented by American Depositary Shares (the "ADSs",
together with the Shares, the "Securities")), at a purchase price
not greater than $23/60 per Share (or $2.30 per ADS) nor less than $20/60 per Share (or $2.00 per ADS), which expired at 5:00 P.M.,
Eastern Daylight Savings time, on Tuesday, September 29,
2015.
Based on the preliminary count by Laurel Hill Advisory Group
Company, the depositary for the tender offer, a total of 87,886,388
Shares (including Shares represented by ADSs) were properly
tendered and not properly withdrawn, including 894,678 Shares
(including Shares represented by ADSs) which were tendered pursuant
to notice of guaranteed delivery procedures and 4,561,242
Shares (including Shares represented by ADSs) which were
conditionally tendered by Security holders and for which the
determination whether the applicable conditions were met will be
made following the verification process described below.
In accordance with the terms and conditions of the tender offer,
and based on the preliminary count by the depositary, Actions
Semiconductor expects to accept for purchase 84,000,000 Shares
(including Shares represented by ADSs) at a purchase price of
$23/60 per Share
(or $2.30 per ADS), for an aggregate cost of
approximately $32.2 million, excluding fees and expenses
relating to the tender offer.
The 84,000,000 Shares (including Shares represented by ADSs)
expected to be purchased in the tender offer represent
approximately 24.0% of Actions Semiconductor's currently issued and
outstanding Shares (including Shares represented by ADSs). Based on
these preliminary numbers, Actions Semiconductor anticipates that,
following settlement of the tender offer, it will have
approximately 265,731,305 Shares (including Shares represented by
ADSs) issued and outstanding.
Due to the oversubscription of the tender offer, Actions
Semiconductor expects that the number of Shares (including Shares
represented by ADSs) that the Company will purchase from each
tendering holder of Shares and/or ADSs will be prorated. Based on
the preliminary count, Actions Semiconductor estimates that the
proration factor will be approximately 95.58%, assuming all the
Securities tendered pursuant to guaranteed delivery procedures are
properly delivered and the conditions for all conditional tenders
are met.
The number of Shares (including Shares represented by ADSs) to
be purchased and the proration information are preliminary and
subject to change. The preliminary information contained in this
press release is subject to confirmation by the depositary, the
proper delivery of all Securities tendered (including Securities
tendered pursuant to guaranteed delivery procedures) and the final
determination of the treatment of Securities conditionally tendered
by Security holders. The final number of Shares (including Shares
represented by ADSs) to be purchased and the final proration
information will be announced following the expiration of the
guaranteed delivery period and completion by the depositary of the
confirmation process. Payment for the Securities accepted for
purchase under the tender offer, and return of all other Securities
tendered and not purchased, will occur promptly thereafter.
Security holders, banks and brokers who have any questions
regarding the tender offer may call the information agent: Laurel
Hill Advisory Group, LLC at (888) 742-1305, or the dealer managers:
Laurel Hill Securities, LLC at (516) 396-7905 or Imperial Capital,
LLC at (212) 351-9433. Banks and brokers may call the information
agent collect at (516) 933-3100 and all others may call the
information Agent toll-free 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. 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 number of
Securities tendered by Security holders, 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.