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8-K - FORM 8-K - CONEXANT SYSTEMS INC | a58564e8vk.htm |
Exhibit 99.1
Editorial Contact:
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Investor Relations Contact: | |
Gwen Carlson
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Scott Allen | |
Conexant Systems, Inc.
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Conexant Systems, Inc. | |
(949) 483-7363
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(949) 483-2698 |
CONEXANT ANNOUNCES RECEIPT OF ACQUISITION PROPOSAL
NEWPORT
BEACH, Calif., Feb. 7, 2011 Conexant Systems, Inc. (NASDAQ: CNXT), a leading
supplier of innovative semiconductor solutions for imaging, audio, embedded modem, and video
surveillance applications, today announced that on January 18, 2011 it received an unsolicited,
written proposal from a private equity firm, Golden Gate Private Equity, Inc., to acquire all of
the outstanding shares of Conexant common stock at a price in the range of $2.35 to $2.45 per share
in cash, subject to certain terms and conditions, including completion of due diligence (the New
Proposal). As previously announced, Conexant entered into a definitive merger agreement on January
9, 2011 with Standard Microsystems Corporation (SMSC) and a wholly owned subsidiary of SMSC (the
SMSC Agreement), pursuant to which Conexant stockholders would receive for each share of Conexant
common stock $1.125 in cash and a fraction of a share of SMSC common stock equal to $1.125 divided
by the volume weighted average price of SMSC common stock for the 20 trading days ending on the
second trading day prior to closing, but in no event more than 0.04264 nor less than 0.03489 shares
of SMSC common stock.
Conexants board of directors, in consultation with its financial and legal advisors,
determined that the New Proposal would reasonably be expected to result in or lead to a Superior
Proposal as such term is defined in the SMSC Agreement. Accordingly, Conexants board has
authorized Conexant to furnish information to Golden Gate Private Equity, Inc. and enter into
discussions with it regarding the New Proposal. There is no assurance that these discussions will
lead to a Superior Proposal or that Conexant will reach agreement on the terms of an acquisition by
Golden Gate Private Equity, Inc.
About Conexant
Conexants portfolio of innovative semiconductor solutions includes products for imaging,
audio, embedded modem, and video surveillance applications. Conexant is a fabless semiconductor
company headquartered in Newport Beach, Calif. To learn more, please visit www.conexant.com.
Additional Information About the SMSC Transaction
In connection with the proposed merger transaction with SMSC (the SMSC Transaction), SMSC
will file with the Securities and Exchange Commission (the SEC) a Registration Statement on Form
S-4 that will include a proxy statement of Conexant and a prospectus of SMSC. The definitive proxy
statement/prospectus will be mailed to stockholders of Conexant. Conexant and SMSC urge investors
and security holders to read the proxy statement/prospectus regarding the SMSC Transaction when it
becomes available because it will contain important information about the SMSC Transaction. You
may obtain a free copy of the proxy statement/prospectus (when available) and other related
documents filed by SMSC and Conexant with the SEC at the SECs website at www.sec.gov. The proxy
statement/prospectus (when it is available) and other documents filed by SMSC or Conexant with the
SEC relating to the SMSC Transaction may also be obtained for free by accessing SMSCs website at
www.smsc.com by clicking on the link for Investor Relations, then clicking on the link for SEC
Filings or by accessing Conexants website at www.conexant.com and clicking on the Investors
link and then clicking on the link for Financial Information and then clicking on the link for
SEC Filings.
Participants in the SMSC Transaction
SMSC, Conexant and their respective directors, executive officers and certain other members of
management and employees may be deemed to be participants in the solicitation of proxies from
Conexants stockholders in connection with the SMSC Transaction. Information regarding the persons
who may, under the rules of the SEC, be considered participants in the solicitation of Conexants
stockholders in connection with the SMSC Transaction, including the interests of such participants
in the SMSC Transaction, will be set forth in the proxy statement/prospectus when it is filed with
the SEC. You can find information about SMSCs executive officers and directors in SMSCs
definitive proxy statement filed with the SEC on June 14, 2010. You can find information about
Conexants executive officers and directors in Conexants definitive proxy statement filed with the
SEC on December 10, 2010. You can obtain free copies of these documents from SMSC or Conexant,
respectively, using the contact information above.
Forward-Looking Statements
Except for historical information contained herein, the matters set forth in this document are
forward-looking statements about expected future events and financial and operating results that
involve risks and uncertainties. These uncertainties may cause Conexants actual future results to
be materially different from those discussed in the forward-looking statements. These risks and
uncertainties include risks relating to the ability to obtain regulatory approvals of the SMSC
Transaction on the proposed terms and schedule; the failure of Conexant stockholders to approve the
SMSC Transaction; a failure to consummate or delay in consummating the SMSC Transaction for other
reasons; disruption from the SMSC Transaction making it more difficult to maintain relationships
with customers, employees or suppliers; competition and its effect on pricing, spending,
third-party relationships and revenues; and other risks relating to Conexants business set forth
in its filings with the SEC.
Our forward looking statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future. All forward-looking statements speak only as of the date hereof
and are based upon the information available to Conexant at this time. Such statements are subject
to change, and Conexant does not undertake to update such statements, except to the extent required
under applicable law and regulation. These and other risks and uncertainties are detailed from time
to time in Conexants reports filed with the SEC. Investors are advised to read Conexants Annual
Report on Form 10-K and quarterly reports on Form 10-Q filed with the SEC, particularly those
sections entitled Risk Factors, for a more complete discussion of these and other risks and
uncertainties.
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Conexant is a registered trademark of Conexant Systems, Inc.