Orange County Business Journal

Microsemi Takes Hostile Bid for Canadian Chipmaker to Shareholders

Chris Casacchia Wednesday, August 17, 2011

Irvine-based chipmaker Microsemi Corp. has formally put in a $548.7 million cash bid to acquire Canadian competitor Zarlink Semiconductor Inc. in a hostile takeover.

Microsemi said Wednesday it sent an offer to acquire all the outstanding shares and unsecured debt of Zarlink directly to its shareholders and debt holders.

The bid of $3.35 per common share of Zarlink was also sent to the company’s executives today and filed with the U.S. Securities and Exchange Commission and Canadian securities regulators.

The offer is a premium of about 40% based on the closing price of Zarlink’s common shares on the Toronto Stock Exchange July 19, the last trading day before Microsemi’s announced its proposal to acquire the Ottawa-based chipmaker.

Microsemi was compelled to take hostile action after Zarlink directors turned down two earlier offers, according to President and Chief Executive James Peterson.

“We are disappointed by Zarlink’s board of directors’ insistence on placing onerous restrictions on Microsemi that would have prevented us from presenting our attractive offers to Zarlink’s shareholders and debentureholders,” Peterson said. “Under these circumstances, and in the absence of a more attractive alternative, Microsemi is compelled to take its offer directly to shareholders. Zarlink shareholders will receive a substantial premium, in cash, and without execution or macroeconomic risk.”

The offer will expire September 22, unless extended or withdrawn, the company said.

Unhappy with earlier offers, Zarlink in late July hired Canadian investment bank Canaccord Genuity Corp. and RBC Capital Markets to review strategic alternatives.

Within days of Microsemi’s initial offer Zarlink Chairman Adam Chowaniec told Reuters that the company has drawn interest among other potential buyers, although a deal hasn’t materialized since then.

Microsemi has retained Stifel Nicolaus Weisel and Morgan Stanley & Co. LLC as its financial advisors and O'Melveny & Myers LLP and Stikeman Elliott LLP as legal counsel for the transaction.

Investors sent Microsemi shares up more 1% on news of the bid in early afternoon New York trading Wednesday to a market value of about $1.5 billion.

The hostile bid aims to extend Microsemi’s lineup in the communications and medical markets.

Zarlink, which makes chips used by telecommunications and cable companies for bundled voice, video, data and mobile services, counts on the communications sector for about 80% of its business and the medical sector for most of the rest.

Its medical business makes ultra low-power radios for devices such as pacemakers.

Microsemi’s chips serve a variety of military, aerospace, consumer and industrial uses. Its products are built into satellites, digital televisions and other devices. Customers include Cisco Systems Inc., Boeing Co., Hewlett-Packard Co., Dell Inc. and Samsung Electronics Co.

The company now is Orange County’s third-biggest chipmaker by sales and reported about $520 million in revenue for the 12 months through October.

Microsemi is a frequent acquirer, and buys are key to the company’s current goal of doubling revenue.

Microsemi typically buys several companies a year as part of a rollup strategy in what are known as high-reliability chips used in devices where failure is costly.