Silicon Labs Announces Intention to Commence a Modified Dutch Auction Tender Offer to Purchase up to $1.0 Billion of Its Common Stock
Silicon Labs announced that it intends to commence a “modified Dutch auction” tender offer to purchase in cash up to $1.0 billion in value of shares of its issued and outstanding common stock, or such lesser number of shares of its common stock as are properly tendered and not properly withdrawn, at an anticipated price of not less than $140.00 per share nor greater than $160.00 per share, less any applicable withholding taxes and without interest. The tender offer, if any, will be made in accordance with the terms and subject to the conditions described in an offer to purchase and a related letter of transmittal.
Silicon Labs intends to commence the tender offer as early as August 3, 2021, which would expire as early as 12:00 midnight, New York City time, at the end of the day on August 30, 2021, unless the offer is extended or terminated.
The purpose of the tender offer would be to return capital to stockholders of Silicon Labs following the previously announced closing of the divestiture of its infrastructure and automotive lines of business for a purchase price of $2.75 billion in cash. In particular, Silicon Labs believes the “modified Dutch auction” tender offer would be a mechanism that would provide all stockholders of Silicon Labs with the opportunity to tender all or a portion of their stock if they so elect at a price they may select within the specified range. In addition, a tender offer would provide stockholders with an opportunity to obtain liquidity with respect to all or a portion of their stock holdings, without potential disruption to the stock price and the usual transaction costs inherent in open market purchases and sales. Stockholders who choose not to participate would increase their relative percentage interest in Silicon Labs and its future results.
The tender offer, if commenced, would not be conditioned on any minimum number of shares being tendered. However, the tender offer would be subject to a number of other terms and conditions, which would be described in detail in any offer to purchase relating to the tender offer. Specific instructions and a complete explanation of the terms and conditions of the tender offer would be contained in any offer to purchase, letter of transmittal and other related materials, which would be mailed to stockholders of record promptly after commencement of any tender offer.
Neither Silicon Labs nor the members of its board of directors makes any recommendation as to whether any stockholder should participate or refrain from participating in the tender offer, if any, or as to the purchase price or purchase prices at which stockholders may choose to tender their shares in the tender offer, if any. If a tender offer commences, stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which their shares should be tendered. In doing so, stockholders should consult their own financial and tax advisors and read carefully and evaluate the information in any offer to purchase, the letter of transmittal and other related materials prepared in connection with a future tender offer, including the reasons for the tender offer.
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