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SMSC Keeps Conexant Price Steady

HAUPPAUGE, N.Y. — SMSC (NASDAQ: SMSC) announced today that it does not plan to increase its offer for Conexant Systems Inc. (NASDAQ: CNXT) above $2.25 per share in response to a proposal from Golden Gate Capital. SMSC also announced that it has agreed to waive the “match period” under the merger agreement.

On February 21, 2011, the board of directors of Conexant informed SMSC that it had determined that a proposal from Golden Gate Capital to acquire Conexant constituted a “superior proposal” as such term is defined in the existing merger agreement. If Conexant terminates the merger agreement to accept the proposal from Golden Gate Capital, SMSC will be entitled to a termination fee of $7.7 million.

“While we believed that SMSC's acquisition of Conexant would have provided for a highly complementary combination of our businesses, we have elected not to pursue the merger at a higher premium as we believe that our offer for the Conexant business was fully valued,” said Christine King, President & Chief Executive Officer of SMSC. “SMSC’s organic business remains healthy and our long-term growth objectives are intact. We are excited about our design win activity and product roadmaps and are confident in our ability to drive profitable future revenue growth as a standalone business. Going forward, we remain focused on leveraging our close customer relationships and intellectual property to promote our customers’ success and, ultimately, to deliver value to our shareholders.”

{complink 12841|Standard Microsystems Corp. (SMSC)}

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