Dialog Semiconductor Plc. / Key word(s): Mergers & Acquisitions
26.06.2014 09:22
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
London UK, 26 June 2014 - Dialog Semiconductor and AMS note the recent
press speculation and confirm that the two companies are in preliminary
discussions regarding a possible merger of equals of Dialog Semiconductor
and AMS. These discussions are at a very preliminary stage and there can be
no certainty that a transaction will be forthcoming.
In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers
(the "Code"), AMS must, by not later than 5.00 p.m. on 24 July 2014, either
announce a firm intention to make an offer for Dialog Semiconductor (as
appropriate) in accordance with Rule 2.7 of the Code or announce that it
does not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This deadline
will only be extended with the consent of the Panel in accordance with Rule
2.6(c) of the Code. Further announcements will be made as and when
appropriate.
In accordance with Rule 30.4 of the Code, a copy of this announcement will
be available at www.dialog-semiconductor.com/investor-relations and
www.ams.com/eng/investor.
Enquiries:
Dialog Semiconductor
Jalal Bagherli +44 (0) 179 3756 955
Mark Tyndall +1 (0) 408 621 6749
AMS
Michael Wachsler-Markowitsch +43 (0) 3136 500 31111
Moritz Gmeiner +43 (0) 3136 500 31211
Morgan Stanley (Financial Adviser to Dialog +44 (0) 20 7425 8000
Semiconductor)
Johannes Groeller
Sumit Pande
Massimiliano Gino
Citi (Financial Adviser to AMS) +44 (0) 20 7986 4000
Wilhelm Schulz
Hendrik Hilgert
Simon Lindsay
---------------------------------------------------------------------------
Information and Explaination of the Issuer to this News:
About Dialog Semiconductor
Dialog Semiconductor creates highly integrated, mixed-signal integrated
circuits (ICs), optimised for personal portable, short-range wireless
connectivity, LED solid state lighting and automotive applications. The
company provides flexible and dynamic support, world-class innovation and
the assurance of dealing with an established business partner.
With its focus and expertise in energy-efficient system power management
and a technology portfolio that also includes audio, short-range wireless,
AC/DC power conversion and multi-touch, Dialog brings decades of experience
to the rapid development of ICs for personal portable and digital consumer
applications, including smartphones, tablets, Ultrabooks(TM) and emerging
wearable type devices.
Dialog's power management ICs increase the performance of portable devices
by extending battery lifetime, enabling faster charging and enhancing the
consumer's experience. With world-class manufacturing partners, Dialog
operates a fabless business model.
Dialog Semiconductor plc is headquartered in London with a global sales,
R&D and marketing organisation. In 2013, it had approximately $910 million
in revenue and was one of the fastest growing European public semiconductor
companies. It currently has approximately 1,100 employees worldwide. The
company is listed on the Frankfurt (FWB: DLG) stock exchange (Regulated
Market, Prime Standard, ISIN GB0059822006) and is a member of the German
TecDax index. It also has convertible bonds listed on the Euro MTF Market
on the Luxemburg Stock Exchange (ISIN XS0757015606).
About AMS
ams develops and manufactures high performance analog semiconductors that
solve its customers' most challenging problems with innovative solutions.
ams' products are aimed at applications which require extreme precision,
accuracy, dynamic range, sensitivity, and ultra-low power consumption. ams'
product range includes sensors, sensor interfaces, power management ICs and
wireless ICs for customers in the consumer, industrial, medical, mobile
communications and automotive markets.
With headquarters in Austria, ams employs over 1,400 people globally and
serves more than 7,800 customers worldwide. ams is listed on the SIX Swiss
stock exchange (ticker symbol: AMS). More information about ams can be
found at www.ams.com.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
Citigroup Global Markets Deutschland AG ('Citi') is acting as financial
adviser to AMS and no one else in connection with the possible merger of
AMS and Dialog Semiconductor. In connection with such matters, Citi, its
affiliates and their respective directors, officers, employees and agents
will not regard any other person as their client, nor will they be
responsible to any other person for providing the protections afforded to
their clients or for providing advice in relation to any possible merger,
the contents of this announcement or any other matter referred to herein.
Morgan Stanley & Co. International plc ('Morgan Stanley') is acting as
financial adviser to Dialog Semiconductor and no one else in connection
with the possible merger of AMS and Dialog Semiconductor. In connection
with such matters, Morgan Stanley, its affiliates and their respective
directors, officers, employees and agents will not regard any other person
as their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for providing advice
in relation to any possible merger, the contents of this announcement or
any other matter referred to herein.
Disclosure requirements of the 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 paper
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 paper 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
paper 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 paper offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper 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 paper
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 paper 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.
26.06.2014 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: Dialog Semiconductor Plc.
Tower Bridge House, St. Katharine's Way
E1W 1AA London
United Kingdom
Phone: +49 7021 805-412
Fax: +49 7021 805-200
E-mail: jose.cano@diasemi.com
Internet: www.diasemi.com
ISIN: GB0059822006, XS0757015606
WKN: 927200
Indices: TecDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, Düsseldorf, Hamburg, München, Stuttgart
End of Announcement DGAP News-Service
---------------------------------------------------------------------------
DGAP-Adhoc: DIALOG SEMICONDUCTOR PLC ('DIALOG SEMICONDUCTOR') AND AMS AG ('AMS') STATEMENT REGARDING POSSIBLE MERGER OF EQUALS OF DIALOG SEMICONDUCTOR AND
| Source: EQS Group AG