INDUSTRY MICROELECTRONICS
WIN Semiconductors, and they have a different slant on the business, so I’m not sure there’s enough scale on the handset side for consolidation to make sense. You’d have to have everybody consolidate to make any noise on the handset side.”
On the aerospace and defence side, it might be a different story. The new
company will be the largest player in aerospace, networks, and defence, and also the leader in aerospace and defence. However, it is not far, far larger than some of its rivals. “It’s $500 million, and Hittite and M/A COM are in the $300 million range, so some companies might talk about consolidation to pose a threat to that entity.”
Even if the merger of RFMD and TriQuint doesn’t trigger further consolidation, it will shake up the industry. If the colossus that results draws on the best of both fi rms, while cutting off the less-good bits, it is defi nitely going to be a tough competitor in many sectors.
© 2014 Angel Business Communications. Permission required.
Getting together
Like many relationships, the getting-together of RFMD and TriQuint was far from simple. In fact, in early 2014, it was even possible that TriQuint might have started to engage in a merger with one of two other companies.
The timings of many behind-the-scenes meetings that led to the public announcement of the merger are detailed within an S-4 fi ling by TriQuint on 14 April.
In this document it is revealed that between spring 2009 and early 2013 representatives of both companies – primarily Bob Bruggeworth, President and Chief Executive Offi cer of RFMD, and Ralph Quinsey, Chief Executive Offi cer of TriQuint – met on about eight occasions to discuss their respective views on trends in the RF market, and potential opportunities for a strategic business combination between the two companies. They also exchanged overviews of each company’s businesses and discussed possible cost-saving synergies that might be realized from a business combination.
More recently, the following events have occurred:
On 25 February, 2013, at the Mobile World Congress in Barcelona, Spain, Quinsey broached with Bruggeworth the concept of a transaction that would create two separate companies: one focused on the mobile market and another based on the infrastructure and defence markets. That week Quinsey also met with the CEO of a third party (referred to as Company B in the S-4 fi ling) and mentioned a similar transaction concept.
On April 3, 2013, RFMD formally proposed to TriQuint an all-stock acquisition. This would refl ect the market price of both fi rms, and create two market-focused companies.
On April 12, 2013, TriQuint discussed RFMD’s proposal and concluded that it failed to ascribe appropriate value to the company’s infrastructure and defence business.
On June 5, 2013, the CEO of Company B delivered an unsolicited letter to Quinsey and the TriQuint board, offering to buy the company in an all-cash transaction at a per share price of $8.25– that refl ected an 18 percent premium to TriQuint’s then-current market price.
On June 11, 2013, the TriQuint board rejected Company B’s proposal. On August 22, 2013, over dinner in Portland Quinsey and Bruggeworth discussed a potential “merger of equals”, with each company’s stockholders owning approximately 50 percent of a combined company.
On November 19, 2013, Quinsey received a letter from Company B, offering to buy the company for a purchase price of $10.00 per share, comprised a mix of 50 percent cash and 50 percent stock. This price represented a 33 percent premium to TriQuint’s then-current market price.
On November 21, 2013, TriQuint and RFMD started posting due diligence materials into separate virtual data rooms. Five days later they accessed each other’s data room and began conducting due diligence investigations.
On December 13, 2013, TriQuint’s board decided not to approve the proposed transaction with RFMD. This was based, in part, on concerns regarding the potential market reaction to the transaction in light of both RFMD’s and TriQuint’s expected near-term fi nancial results. The board also asked Quinsey to request Company B to improve its existing offer.
On December 15, 2013, Company B revealed that it would be willing to increase its offer to $10.10 per share
On January 31, 2014, Company C expressed preliminary interest in an acquisition of TriQuint in its entirety.
On January 31, 2014, at the request of Starboard, its representatives met with RFMD CFO Dean Priddy and Bruggeworth. Following a tour of the Greensboro wafer fabrication facilities, representatives of Starboard outlined the strategic rationale for a RFMD-TriQuint merger.
On February 18, 2014, Company B’s fi nancial advisor informed representatives of Goldman Sachs that it would not re-affi rm its last offer from December 15, 2013 and had determined to withdraw from the process.
On the evening of February 22, 2014, and following notifi cation from Quinsey that the TriQuint board had met earlier that day and unanimously approved the merger agreement, the RFMD board discussed and approved the proposed transaction.
June 2014
www.compoundsemiconductor.net 39
Page 1 |
Page 2 |
Page 3 |
Page 4 |
Page 5 |
Page 6 |
Page 7 |
Page 8 |
Page 9 |
Page 10 |
Page 11 |
Page 12 |
Page 13 |
Page 14 |
Page 15 |
Page 16 |
Page 17 |
Page 18 |
Page 19 |
Page 20 |
Page 21 |
Page 22 |
Page 23 |
Page 24 |
Page 25 |
Page 26 |
Page 27 |
Page 28 |
Page 29 |
Page 30 |
Page 31 |
Page 32 |
Page 33 |
Page 34 |
Page 35 |
Page 36 |
Page 37 |
Page 38 |
Page 39 |
Page 40 |
Page 41 |
Page 42 |
Page 43 |
Page 44 |
Page 45 |
Page 46 |
Page 47 |
Page 48 |
Page 49 |
Page 50 |
Page 51 |
Page 52 |
Page 53 |
Page 54 |
Page 55 |
Page 56 |
Page 57 |
Page 58 |
Page 59 |
Page 60 |
Page 61 |
Page 62 |
Page 63 |
Page 64 |
Page 65 |
Page 66 |
Page 67 |
Page 68 |
Page 69 |
Page 70 |
Page 71 |
Page 72 |
Page 73 |
Page 74 |
Page 75 |
Page 76 |
Page 77 |
Page 78 |
Page 79 |
Page 80 |
Page 81 |
Page 82 |
Page 83 |
Page 84 |
Page 85 |
Page 86 |
Page 87 |
Page 88 |
Page 89 |
Page 90 |
Page 91 |
Page 92 |
Page 93 |
Page 94 |
Page 95 |
Page 96 |
Page 97 |
Page 98 |
Page 99 |
Page 100 |
Page 101 |
Page 102 |
Page 103 |
Page 104 |
Page 105 |
Page 106 |
Page 107 |
Page 108