Zarlink Finally Accepts Acquisition Bid from Microsemi

After having previously declined multiple unsolicited acquisition bids from Microsemi, the Board of Directors at Zarlink Semiconductor agreed to a new offer. Microsemi will increase the price offered for all of the issued and outstanding common shares and 6% unsecured, subordinated convertible debentures maturing September 30, 2012 of Zarlink by 19% to CAD$3.98 in cash per Share and CAD$1,624.49 in cash per CAD$1,000 principal amount of Debentures plus accrued and unpaid interest to the date Debentures are taken up.


The total transaction value is approximately US$525 million, net of Zarlink's cash which is currently US$107M, representing a 67% premium over the closing price of the shares on the TSX and a 48% premium over the closing price of the Debentures on the TSX on July 19, 2011, the day prior to the initial public announcement of Microsemi's proposal to acquire Zarlink.


Zarlink supplies, mixed-signal chip technologies for a broad range of communication and medical applications. Its core capabilities include timing solutions that manage time-sensitive communication applications over wireless and wired networks, line circuits supporting high-quality voice services over cable and broadband connections, and ultra low-power radios enabling new wireless medical devices and therapies.


Microsemi offers a portfolio of semiconductor solutions for aerospace, defense and security; enterprise and communications; and industrial and alternative energy markets. Products include high-performance, high-reliability analog and RF devices, mixed-signal and RF integrated circuits, customizable SoCs, FPGAs, and complete subsystems. Microsemi is headquartered in Aliso Viejo, California.


"We are excited to add Zarlink to the Microsemi family and to enter into this transaction on a friendly basis," said James J. Peterson, Microsemi's president and chief executive officer. "Entering the process and performing diligence enabled us to confirm the compelling strategic fit between the two companies. Furthermore, Zarlink's fundamentals, technology capabilities, product roadmap and revenue growth opportunities exceeded our expectations. By bringing Microsemi's scale and discipline to this tremendous property, we expect to deliver outstanding results for our shareholders."


Adam Chowaniec, Chairman of Zarlink's Board of Directors, stated, "After careful consideration of strategic alternatives, protracted negotiations and the receipt of two fairness opinions from our financial advisors, the Zarlink Board of Directors unanimously recommends that Shareholders and Debentureholders tender their Shares and Debentures to the Amended Offers from Microsemi."

http://www.zarlink.com http://www.microsemi.com