By Lisa Kerner
Charlotte, N.C., Aug. 13 - The boards of directors of RF Micro Devices, Inc. and Sirenza Microdevices Inc. approved a definitive merger agreement between the two companies, according to an announcement Monday by the companies.
Under the agreement, RF Micro will acquire Sirenza in a stock and cash transaction valued at $16.64 per share, or a total value of $900 million. Sirenza shareholders will receive 1.7848 shares of RF Micro common stock and $5.56 in cash for each share of Sirenza stock.
The transaction is expected to close in RF Micro's third fiscal quarter ending Dec. 29 subject to shareholder approvals.
RF Micro and Sirenza management teams will combine post-merger. Sirenza president and chief executive officer Bob Van Buskirk will relocate to North Carolina to lead RF Micro's new Multi-Market Products Group. Bob Bruggeworth, president and CEO of RF Micro, will continue in both roles as head of the combined company. The board of the directors of the combined company is expected to include nine members from RF Micro and two members from Sirenza.
"The transaction will allow RF Micro to capitalize on the RF integration and systems-level design expertise we continue to pioneer in the cellular world and apply those capabilities across Sirenza's broad footprint in multiple high-growth RF markets, including broadband/CATV, wireless infrastructure, WiMAX and aerospace and defense," Bruggeworth said in a company news release.
"RF Micro and Sirenza serve customers representing a combined total addressable market of greater than $20 billion, and our very complementary companies can deliver more highly integrated solutions that will enhance the quality, efficiency and performance of our customers' end-products," Van Buskirk added in the news release.
Sirenza was advised by Banc of America Securities LLC, while Merrill Lynch & Co. advised RF Micro.
RF Micro designs and manufactures of high-performance radio systems and solutions for mobile communications. The company is based in Greensboro, N.C.
Radio frequency components supplier Sirenza is located in Broomfield, Colo., with operations in China and Germany.
| Acquirer: | RF Micro Devices, Inc.
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| Target: | Sirenza Microdevices Inc.
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| Transaction total: | $900 million stock and cash
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| Price per share: | 1.7848 shares of RF Micro common stock and $5.56 in cash
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| Announcement date: | Aug. 13
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| Expected closing: | By Dec. 29
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| Stock price for acquirer: | Nasdaq: RFMD; $6.21 on Aug. 10
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| Stock price for target: | Nasdaq: SMDI; $14.17 on Aug. 10
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