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 Developments
Notable Transactions
ATI Technologies / AMD
Cash-Stock Merger Cross-Border
|
 AMD
to acquire Canadian graphics chip maker for $5.4B
- Expands product portfolio of Intel's biggest
rival
- $4.2B, plus 57mm AMD shares
- Fixed exchange ratio: 0.2229 AMD share per ATI
share
- $2.5B financing commitment from Morgan Stanley
Announced
7.24.06 Advisors
- AMD: Morgan Stanley / Latham & Watkins /
McCarthy Tetrault
- ATI: Credit Suisse / Genuity Capital / Shearman &
Sterling / Goodmans
Agreements
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Lexar Media / Micron Technology
Stock Merger
|
Micron
to acquire NAND flash memory company
- For $688 million of MU stock
- Fixed exchange ratio: 0.5625 MU share per LEXR
share
- Deal has been criticized for undervaluing LEXR
- As LEXR stock trades over the deal value
- As value of LEXR patent litigation claims is
uncertain
- Activist shareholders oppose the deal
- Deal has several deal protection provisions
-
Including a patent cross-license tied to change-of-control
See Asset Lock-Ups
- Also uses lock-up voting agreements and break-up
fees
- Deal contemplates transfer of LEXR intellectual
property to an LLC funded from third-party sources
- Post-closing, Micron would have only a minority
interest
- Preliminary filings don't provide much detail
- Shareholder meeting scheduled for 6.02.06
 Announced
3.08.06
Advisors
- MU: Skadden
- LEXR: Deutsche Bank / Fenwick & West
Proxy
solicitation
Agreements
Activist
shareholders oppose deal
- Discloses 6.06% position
- May take action to oppose the merger
- Amendment
#1 4.06.06
Met with LEXR management;
Still opposes the deal
- Discloses 2.6% position
- Includes letter to board opposing deal
- LEXR response
3.29.06
Deal
protections
- Patent cross-license agreement
Shareholder
lawsuits
Interim
communications
|
Agilent Semiconductor
Subsidiary Sale
|
Private
equity firms buy Agilent's semiconductor unit
- Company renamed Avago Technologies
- Agilent uses $2.66 billion proceeds for stock
buyback
- KKR and Silver Lake Partners
Completed 12.01.05 Agreements
Agilent
developments
|
Integrated Circuit/ Integrated Device
Stock-Cash Merger
SEC_CODE_REF_0090001192884
|
Chip
maker ICS buys rival, IDT
- $1.7 billion acquisition
- Target had larger market cap than buyer ($1.5B v
$1.2B)
Deal
terms
- 1.3 IDT shares plus $7.25, per ICS share
- Valued at $23.54 per share on announcement
Advisors
- ICS: Morgan Stanley / Latham & Watkins
- IDT: Lehman / Piper Jaffray / Kirkland &
Ellis
Announced
6.15.05
Closed
9.19.05
Proxy
solicitation
Agreements
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PortalPlayer IPO
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Semiconductors
for personal media players
Underwriters
/ Advisors
- Citigroup / CSFB
- Pillsbury Winthrop / Shearman & Sterling
SEC Filings
Filed
agreements
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Lawsuits
AMD / Intel Antitrust Dispute
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AMD
brings antitrust suit against Intel
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Related Topics
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