Microsemi to get Zarlink Semiconductor

VARINDIA- INDIA'S FRONTLINE IT MAGAZINE

Microsemi Corporation and Zarlink Semiconductor Inc. have entered into an agreement in which Microsemi is to amend its existing offers to increase the price offered for all of the issued and outstanding common shares and 6% unsecured, subordinated convertible debentures maturing September 30, 2012 of Zarlink by 19% to CAD$3.98 in cash per Share and CAD$1,624.49 in cash per CAD$1,000 principal amount of Debentures plus accrued and unpaid interest to the date Debentures are taken up.

After receiving fairness opinions from its financial advisors, RBC Capital Markets and Canaccord Genuity Corp, The Board of Directors of Zarlink has determined that the Offers are fair to its Shareholders and Debenture holders and has approved the Offers and recommends that Zarlink Shareholders and Debenture holders tender their Shares and Debentures to the Amended Offers.

The total transaction value is approximately US $525 million, net of Zarlink's cash which is currently US $ 107M. The Amended Offers represent a 67% premium over the closing price of the Shares on the TSX and a 48% premium over the closing price of the Debentures on the TSX on July 19, 2011, the day prior to the initial public announcement of Microsemi's proposal to acquire Zarlink. The consideration under the Amended Offers represents a 15% premium to the closing price on the TSX of the Shares and a 15% premium to the closing price on the TSX of the Debentures on September 21, 2011, the last trading day prior to this announcement.


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