Montage Technology Group
Limited MONT ("Montage" or "Montage Technology" or the "Company"), a
global fabless provider of analog and mixed-signal semiconductor solutions
addressing the home entertainment and cloud computing markets, and Shanghai
Pudong Science and Technology Investment Co., Ltd. ("PDSTI"), a wholly
state-owned limited liability company directly under Pudong New Area
government of Shanghai, today jointly announced that they have entered into a
definitive merger agreement under which PDSTI will acquire all of the
outstanding Ordinary Shares of Montage for US$22.60 per Ordinary Share. The
merger values Montage's equity at approximately US$693 million, on a fully
diluted basis. The transaction is subject to approval by the shareholders of
Montage, and antitrust and other regulatory approvals.
The Company's Board of Directors unanimously approved the merger agreement and
recommends that the Company's shareholders vote to approve the merger
agreement. Montage expects to hold a special meeting of its shareholders to
consider and act upon the proposed transaction as promptly as practicable.
Details regarding the record date for, and the date, time and place of, the
special meetings will be included in a press release when finalized.
With annual revenues of approximately US$110.9 million for 2013, Montage is a
global fabless provider of analog and mixed-signal semiconductor solutions
addressing the home entertainment and cloud computing markets. In the home
entertainment market, Montage's technology platform enables the company to
design highly integrated end-to-end solutions with customized software for
set-top boxes. These solutions optimize signal processing performance under
demanding operating conditions typically found in emerging marketing
environments. In the cloud computing market, Montage offers high performance,
low power memory interface solutions that enable memory intensive server
applications. Its technology platform approach allows Montage to provide
integrated solutions that meet the expanding needs of customers through
continuous innovation, efficient design and rapid product development.
"After a review of strategic alternatives, the Montage board of directors is
pleased to reach this agreement, which provides shareholders with substantial
cash value, as well as a premium to our unaffected share price," said Dr.
Howard Yang, Chairman and Chief Executive Officer at Montage. "In addition,
Montage believes the transaction will provide additional operational
flexibility and position us to invest more strategically to drive powerful
innovation and deliver cutting edge customer solutions. We look forward to
working closely with all parties to complete this transaction."
Dr. Xudong Zhu, Chairman of PDSTI, commented, "This acquisition underscores
PDSTI's strategy of supporting leading companies within the semiconductor
industry. Montage has a remarkable track record of pioneering and delivering
best-in-class technology solutions for the global semiconductor market. We
look forward to working with Montage's talented management team as they
continue their strong performance and innovative corporate culture."
Stifel is serving as financial advisor to Montage and O'Melveny & Myers LLP is
serving as legal advisor to Montage. Barclays Bank PLC and China International
Capital Corporation Limited are serving as financial advisors to PDSTI, and
Kirkland & Ellis is serving as legal advisor to PDSTI.
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