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Microchip Technology Incorporated (“Microchip”) Further Announcement Regarding CSR plc
|By Business Wire
|August 29, 2014 07:00 PM EDT
Microchip Technology Incorporated (NASDAQ:MCHP)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OR REGULATIONS OF SUCH JURISDICTION
Microchip Technology Incorporated (NASDAQ:MCHP), a leading provider of
microcontroller, mixed-signal, analog and Flash-IP solutions, today
announces that, further to its announcement of August 28, 2014, that it
has had preliminary mutual discussions with CSR plc regarding ways in
which its relationship with CSR could be advanced, including possibly an
acquisition of CSR, any offer for CSR is likely to be solely in cash,
although Microchip reserves the right to vary the form of the
consideration in any offer if one were to be made.
About Microchip Technology
Microchip Technology Inc. (NASDAQ: MCHP) is a leading provider of
microcontroller, mixed-signal, analog and Flash-IP solutions, providing
low-risk product development, lower total system cost and faster time to
market for thousands of diverse customer applications worldwide.
Headquartered in Chandler, Arizona, Microchip offers outstanding
technical support along with dependable delivery and quality. For more
information, or a copy of this announcement, visit the Microchip website
CSR plc is publicly traded on the London Stock Exchange and NASDAQ and
is headquartered in Cambridge, England.
Disclosure requirements of the UK Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely
to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the offer period and, if later, following
the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the
person’s interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested
in 1% or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if
the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange
offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule
8.3(b) applies must be made by no later than 3.30 pm (London time) on
the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company
and by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in concert
with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Takeover
Panel’s website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue, when
the offer period commenced and when any offeror was first identified.
You should contact the Panel’s Market Surveillance Unit on +44 (0)20
7638 0129 if you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure.
The Microchip logo and name are registered trademarks of Microchip
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