Microsemi To Buy Symmetricom

(RTTNews) - Microsemi Corp. (MSCC) said Monday that it has agreed to buy Symmetricom, Inc. (SYMM) for $7.18 per share through a cash tender offer.

The total deal value is about $230 million, net of Symmetricom's projected cash balance at closing.

Headquartered in San Jose, California, Symmetricom is the world's leading source of highly precise timekeeping technologies and solutions that enable next generation data, voice, mobile and video networks and services.

Under the terms of the deal, Microsemi will commence a cash tender offer to acquire Symmetricom's outstanding shares of common stock at $7.18 per share, net to each holder in cash. Upon satisfaction of the conditions to the tender offer and after such time as all shares tendered in the tender offer are accepted for payment, the agreement provides for the parties to effect, as promptly as practicable, a merger which would result in all shares not tendered in the tender offer being converted into the right to receive $7.18 per share in cash.

The tender offer is expected to close in Microsemi's fiscal first quarter, ending Dec. 29, 2013. No approval of the stockholders of Microsemi is required in connection with the proposed transaction. Terms of the agreement were unanimously approved by the boards of directors of both Microsemi and Symmetricom.

Under the terms of the merger agreement, Symmetricom may solicit superior proposals from third parties for a "go shop" period that extends through Nov. 8.

Microsemi expects significant synergies from this immediately accretive transaction. Based on current assumptions, Microsemi expects the acquisition to be $0.22 to $0.25 accretive in its first full calendar year ending December 2014.

Microsemi reaffirms its fiscal fourth quarter guidance included in its fiscal third quarter earnings release issued on July 25.

Microsemi currently plans to announce its fiscal fourth quarter results on Nov. 7.