RF Micro Devices (RFMD), a designer and manufacturer of high-performance radio systems and solutions for applications that drive mobile communications, and Sirenza Microdevices, a supplier of radio frequency (RF) components, have announced that they have signed a definitive merger agreement.
The companies expect the result to be the world's largest, most diversified and best positioned RF company.
Under the terms of the merger agreement unanimously approved by the respective boards of directors of the two companies, each outstanding share of Sirenza's common stock will be exchanged for a combination of 1,7848 shares of RFMD common stock and $5,56 in cash. Outstanding options to purchase Sirenza stock will be assumed by RFMD and converted into options to purchase RFMD stock. Based on RFMD's closing stock price on the last trading day prior to the announcement of the transaction, the consideration is valued at $16,64 per share, which represents a 17% premium over Sirenza's closing stock price on such date, and an offer value of approximately $900 million comprised of $300 million in cash with the balance in stock.
The transaction is intended to allow all or a portion of the consideration receivable in RFMD stock to be tax-free to Sirenza stockholders. Upon completion of the transaction, current RFMD and Sirenza stockholders will own approximately 67% and 33%, respectively, of the combined company on a fully diluted basis. The transaction is expected to be completed in RFMD's third fiscal quarter, ending 29 December 2007, and is subject to approval by the stockholders of both companies as well as regulatory approval.
The management teams of RFMD and Sirenza will be combined to address the expanded opportunities created by the merger. Bob Van Buskirk, president and CEO of Sirenza, will relocate to North Carolina and will lead RFMD's new Multimarket Products Group. Bob Bruggeworth, president and CEO of RFMD, will continue as president and CEO of the combined company. The post-closing board of directors of the combined company is expected to consist of nine members from RFMD and two members from Sirenza.
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