To strengthen its mixed-signal product offerings and extend system-level solutions and programmable SoC capabilities, Irvine, Calif.-based analog/RF and power semiconductor supplier Microsemi Corp., has entered into a definitive agreement to acquire field-programmable gate array maker Actel Corp., for $20.88 per share through a cash tender offer. The total transaction value is approximately $430 million.
For this transaction, Microsemi (News - Alert) has received a financing commitment from Morgan Stanley Senior Funding, which includes a $375 million seven-year senior term loan facility as well as a $50 million revolving credit facility to replace the company’s existing revolver.
Microsemi intends to tap Actel’s (News - Alert) deep knowledge of radiation tolerance, space-level qualifications and long experience in serving mil/aero, industrial, communications, and consumer markets, as well as expand into military and space markets.
In a company statement, said James J. Peterson, Microsemi’s president and CEO,
“We believe the addition of Actel will deliver compelling synergies to Microsemi. Actel will bring the most widely-used mixed-signal, radiation tolerant FPGA products in the aerospace & defense markets today, and the company’s products will allow Microsemi to extend its growing system-level capabilities,” said James J. Peterson, Microsemi’s president and CEO. “As Microsemi continues to move up the value chain in offering its customers system solutions that are better, faster, and more-cost effective than they can build themselves, Actel’s highly-integrated solutions will be an integral component in enabling this growth.”
In another statement, John C. East, Actel’s president and CEO, said, “The proposed acquisition of Actel by Microsemi will create a powerful combination. I can think of no company more complementary and better equipped to take Actel’s solutions to new heights.”
Microsemi expects significant synergies from this immediately accretive transaction.
The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of Actel’s common stock and regulatory approvals, and is expected to close in Microsemi’s fiscal first quarter, ending Jan. 2, 2011.
For the September quarter, according to Microsemi, net sales for the company are expected to range from $146 to $150 million. Plus, it remains comfortable with its previously announced non-GAAP diluted earnings per share guidance for its fourth fiscal quarter 2010 of $0.33 to $0.35.
No approval of the shareholders of Microsemi is required in connection with the proposed transaction, said Microsemi. Terms of the agreement were unanimously approved by the boards of directors of both Microsemi and Actel.