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8-K - FORM 8-K - CONEXANT SYSTEMS INC | a58770e8vk.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 SUPERIOR PROPOSAL FROM GOLDEN
GATE CAPITAL
GATE CAPITAL
NEWPORT BEACH, Calif., Feb. 22, 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 February 21, 2011 it received a revised written
proposal from an affiliate of Golden Gate Capital to acquire all of the outstanding shares of
Conexant common stock at a price of $2.40 per share in cash (the Revised 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 Revised Proposal is a Superior Proposal as such term is defined in the SMSC
Agreement. Conexant notified SMSC of its determination on February 21, 2011. Pursuant to the terms
of the SMSC Agreement, Conexant is required to provide SMSC during the four business day period
following SMSCs receipt of such notice the opportunity to meet or negotiate with Conexants board
of directors and its outside legal counsel, as would permit Conexant not to change its
recommendation that Conexant stockholders vote in favor of the merger with SMSC or to terminate the
SMSC Agreement in response to the Revised Proposal.
There can be no assurance that any transaction with Golden Gate Capital will result from the
Revised Proposal.
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 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 or the Revised Proposal making it more difficult to
maintain relationships with customers, employees or suppliers; competition and its effect on
pricing, spending, third-party relationships and revenues; whether any transaction with Golden Gate
Capital will result from the Revised Proposal; 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 expectations. 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.