By Lisa Kerner
Charlotte, N.C., Sept. 8 - Atheros Communications, Inc. agreed to acquire Intellon Corp. in a cash-and-stock deal valued at about $244 million, or $181 million net of Intellon's cash, cash equivalents and short-term investments as of June 30.
Under the merger agreement, Intellon shareholders can elect to receive approximately 0.135 of a share of Atheros common stock and about $3.60 in cash, or $7.30 in cash, or about 0.267 of a share of Atheros common stock, for each share of Intellon common stock.
The elections are subject to adjustment and proration, according to an Atheros news release.
Atheros said it expects to issue 4.2 million to 5.1 million shares of Atheros common stock and equivalents and pay about $115 million to $141 million in cash.
Either company may terminate the merger agreement, and Intellon may be required to pay a termination fee of $8.5 million under certain circumstances, according to a form 8-K filed with the Securities and Exchange Commission.
The transaction is slated to close in the fourth quarter of 2009, subject to approval by Intellon shareholders.
A group of Intellon shareholders holding about 22% of Intellon's outstanding common stock agreed to vote its shares in favor of the deal.
Atheros expects the transaction to be accretive to its non-GAAP earnings per share in the first half of 2010.
Based in Santa Clara, Calif., Atheros provides semiconductor system solutions for communication integrated circuit products.
Intellon is a fabless semiconductor company located in Orlando.
| Acquirer: | Atheros Communications, Inc.
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| Target: | Intellon Corp.
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| Announcement date: | Sept. 8
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| Transaction total: | $244 million
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| Price per share: | $7.30
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| Termination fee: | $8.5 million
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| Expected closing: | Fourth quarter of 2009
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| Stock price for acquirer: | Nasdaq: ATHR: $27.98 on Sept. 4
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| Stock price for target: | Nasdaq: ITLN: $5.00 on Sept. 4
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