ZHUHAI, China, Aug. 24, 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 is commencing a self "Dutch auction" tender offer today to
purchase for cash up to 48,000,000 of its issued and outstanding
ordinary shares, which represents approximately 13.7% of Actions
Semiconductor's currently outstanding ordinary shares, $0.000001 par value per share (the "Shares")
(including Shares represented by American Depositary Shares (the
"ADSs")), at a purchase price not greater than $21/60 per Share (or $2.10 per ADS) nor less than $18/60 per Share (or $1.80 per ADS). Under the terms of the tender
offer, the Company will invite 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 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 48,000,000 issued and
outstanding Shares (including Shares represented by ADSs) at
completion of the tender offer. The tender offer will expire at
5:00 p.m., Eastern Daylight Savings
Time, on Tuesday, September 22,
2015, unless extended by the Company. 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offer and may be withdrawn at any time on or prior to the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. The tender offer is subject
to the terms and conditions described in the offer to purchase and
the related materials being distributed to holders of the
Securities and filed with the Securities and Exchange Commission
(the "SEC").
Mr. David Lee, Chairman of the
Company, noted that, "Over the last year, we successfully realigned
our internal reporting structure and employee incentive program,
and we continue to seek potential strategic alliance partners along
the supply chain to help us expand our sales channels, enhance our
technology base and create a larger ecosystem around our platform.
We are also exploring the possibility of listing our subsidiaries
on one of the exchanges in the Greater
China region, which could in turn increase the valuation of
our ADSs listed in the US, as well as other strategic initiatives
to further increase our shareholder value."
"Although our ability to increase our revenue over the last few
years has been limited, we have established a solid foundation to
address the rapidly expanding Bluetooth, IoT and smart hardware
markets in the future. We also continue to anticipate revenue
growth in the second half of 2015, notwithstanding that, as
everyone is aware, China's growth
rate has slowed. We hope our potential expansion into these high
growth markets, along with the tender offer, will serve to increase
shareholder value and, in the meanwhile, provide holders of our
Securities with sufficient liquidity to exit the market while
maintaining a sufficient volume of traded shares for investors who
continue to value our Company."
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
will be Laurel Hill Advisory Group, LLC and the depositary for the
tender offer will be Laurel Hill Advisory Group Company.
Laurel Hill Securities, LLC and Imperial Capital, LLC will act as
the dealer managers for this tender offer.
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 ability to compete
successfully in the Bluetooth,IoT and smart hardware markets.
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.