SHANGHAI, China, June 11, 2014 (GLOBE NEWSWIRE) -- 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.
Montage will furnish to the Securities and Exchange Commission (the "SEC") a Report on Form 8-K regarding the transaction, which will include the merger agreement. All parties desiring details regarding the transaction are urged to review these documents, which are available at the SEC's website (http://www.sec.gov).
This announcement is neither a solicitation of proxies, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other proxy materials that may be filed or furnished with the SEC with respect to the proposed merger.
