Microsemi Corporation (Nasdaq:MSCC), a leading manufacturer of high performance analog mixed-signal integrated circuits and high reliability semiconductors, announced today that it has begun its tender offer to acquire White Electronic Designs Corporation (Nasdaq:WEDC).

The cash tender, executed through Rabbit Acquisition Corp., a wholly-owned subsidiary of Microsemi, is for all outstanding shares of common stock of White Electronic at a price of $7.00 per share, without interest.

The tender offer is subject to the conditions laid out in the Offer to Purchase, including minimum share tender requirements and other customary conditions. The tender offer will expire at midnight, Eastern Daylight Time, on Tuesday April 27, 2010. Following acceptance of payment for the shares in the tender offer and completion of the transactions contemplated by the merger agreement and described in the Offer to Purchase, White Electronic will become a wholly-owned subsidiary of Microsemi.

Complete terms and conditions of the offer are described in the Offer to Purchase, the Letter of Transmittal, and other related documents filed with the SEC on March 31, 2010 by Microsemi and Rabbit Acquisition Corp.

About Microsemi Corporation

Microsemi Corporation, with corporate headquarters in Irvine, California, is a leading designer, manufacturer and marketer of high performance analog and mixed-signal integrated circuits, high reliability semiconductors and RF subsystems. The company's semiconductors manage and control or regulate power, protect against transient voltage spikes and transmit, receive and amplify signals.

Microsemi's products include individual components as well as integrated circuit solutions that enhance customer designs by improving performance and reliability, battery optimization, reducing size or protecting circuits. The principal markets the company serves include implanted medical, defense/aerospace and satellite, notebook computers, monitors and LCD TVs, automotive and mobile connectivity applications. More information may be obtained by contacting the company directly or by visiting its website at http://www.microsemi.com.

The Microsemi Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=1233

About White Electronic Designs Corporation

White Electronic delivers sophisticated multi-chip semiconductor packages, high-efficiency memory devices, and build-to-print electromechanical assemblies for defense and aerospace applications. The ability to address the unique size, performance and quality requirements for technology creators in the defense and aerospace market has established White Electronic as a customer-focused solutions provider. Capabilities include design, manufacturing and obsolescence management for advanced defense electronics solutions, including die stacking and secure microelectronics, as well as complex circuit card assembly services. White Electronic is headquartered in Phoenix, Arizona.

This release contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The reader is cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties and other factors, many of which are outside the control of Microsemi and White Electronic. The forward-looking statements in this release address a variety of subjects including, for example, the expected date of closing of the acquisition and the potential benefits of the merger, including the potentially accretive benefits. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that White Electronic's business will not be successfully integrated with Microsemi's business, including product mix and acceptance, gross margins and operational and other  cost synergies, costs associated with the merger; the unsuccessful completion of the tender offer; matters arising in connection with the parties' efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the transaction; increased competition and technological changes in the industries in which Microsemi and White Electronic compete; and other events that could negatively impact the completion of the transaction, including industry, economic or political conditions outside of our control. The forward- looking statements included in this release speak only as of the date hereof, and Microsemi does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances. 

Notice to Investors

This press release is for informational purposes only and no statement in this press release is an offer to purchase or a solicitation of an offer to sell securities. Microsemi Corporation and Rabbit Acquisition Corp., a wholly-owned subsidiary of Microsemi Corporation, have filed a tender offer statement on Schedule TO with the Securities and Exchange Commission, and White Electronic will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement contain important information that should be read carefully before any decision is made with respect to the tender offer. Such materials will be made available to White Electronic's shareholders at no expense to them. In addition, such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC's Web site: www.sec.gov.

CONTACT: Microsemi Corporation

FINANCIAL CONTACT:

John W. Hohener, Vice President and CFO

(949) 221-7100

INVESTORS:

Robert C. Adams, Vice President of Corporate Development

(949) 221-7100

White Electronic Designs Corp. (MM) (NASDAQ:WEDC)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more White Electronic Designs Corp. (MM) Charts.
White Electronic Designs Corp. (MM) (NASDAQ:WEDC)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more White Electronic Designs Corp. (MM) Charts.