Exar To Acquire Integrated Memory Logic - Quick Facts

(RTTNews) - Exar Corp. (EXAR) announced that it has signed definitive agreement, through a wholly owned subsidiary, to buy Integrated Memory Logic Limited. The transaction is expected to close in the second quarter of fiscal 2015. The iML acquisition supports Exar's strategy of building a large scale diversified analog mixed-signal business. Exar expects the transaction to be immediately accretive to its pro-forma earnings per share.

After the closing, iML will become a wholly owned subsidiary of Exar and iML stock will cease trading on the Taiwan Stock Exchange.

Under terms, Exar's subsidiary will commence a tender offer to acquire all of the outstanding shares of iML for NT$91.00 or approximately $3.00 per iML share in cash and acquire any remaining shares at NT$91.00 per share pursuant to a follow-on merger.

The gross transaction value will be NT$6.8 billion or about $223 million, or NT$3.1 billion about $94 million, net of cash acquired. The tender offer is scheduled to expire on May 29, 2014, unless the tender offer is extended.

As part of the tender offer, Exar's subsidiary has entered into an agreement with certain shareholders comprising approximately 32 percent of the outstanding shares of iML pursuant to which Exar's subsidiary would commence the tender offer and such shareholders have committed to accept the tender offer and to tender all iML shares owned by them into the tender offer.