New User:

-or-
Username:
Password:
Forgot your password?

Stock Market & Financial Investment News

News Breaks
August 19, 2014
09:02 EDTGSIT, GIGGigOptix offers to acquire GSI Technology for $6.50 per share
GigOptix (GIG) announced that it is proposing to acquire all of the outstanding shares of GSI Technology (GSIT) for per share consideration of $6.50, consisting of (i) $2.00 per share in cash, (ii) GigOptix common stock worth $1.33 based upon the volume-weighted average price of GigOptix’s common stock for the three trading days ending one day prior to the closing of the combination and (iii) a special dividend of $3.17 per share in cash payable by GSI Technology. The offer has a combined value of approximately $6.50 in the aggregate and represents about a 32% premium above the closing price of GSI Technology common stock on August 18, 2014. On a preliminary basis and subject to confirmatory due-diligence, GigOptix believes that the combination, which would have generated approximately $86M in sales based on the reported revenue results over the most recent trailing twelve months for each company, would be immediately accretive on an Adjusted EBITDA basis. GigOptix believes this proposed combination would receive all necessary regulatory approvals and expects that the proposed transaction would be completed in the fourth quarter of calendar 2014. GigOptix is committed to working closely with GSI Technology’s management and its board of directors as they, along with GSI Technology’s shareholders, evaluate this compelling proposal. GigOptix has received a commitment letter from Opus Bank to fully debt finance the cash portion of the consideration paid by GigOptix. A copy of the letter was provided to GSI Technology’s management and board of directors. GigOptix’s proposal is subject to the negotiation of a definitive merger agreement, and receipt of necessary board, stockholder and regulatory approvals, as well as completion of a due diligence review of GSI Technology. GigOptix would also require the approval of its stockholders to increase its available common stock and approve the issuance of shares in connection with the transaction.
News For GIG;GSIT From The Last 14 Days
Sign up for a free trial to see the rest of the stories you've been missing.
November 14, 2014
09:07 EDTGIG, GSITGigOptix withdraws propsoal to acquire GSI Technology
GigOptix (GIG) announced that it had withdrawn its previous offer to acquire all of the shares of GSI Technology (GSIT) for per share consideration of $6.50, consisting of (i) $2.00 per share in cash, (ii) GigOptix common stock worth $1.33 based upon the volume-weighted average price of GigOptix’ common stock for the three trading days ending one day prior to the closing of the combination and (iii) a special dividend of $3.17 per share in cash payable by GSI Technology. Dr. Avi Katz, Chairman and CEO of GigOptix, Inc., stated “We were disappointed that, despite the fact that our offer was in an amount equal in value per share to the price paid by GSI Technology in its recently completed Dutch auction tender offer, was at a substantial premium to GSI Technology’s share price, offered, as we believe, a meaningful path to resolve the expensive litigations of GSI Technology, and represented, in our opinion, a compelling opportunity for its stockholders altogether – a number of whom tendered shares in the Dutch auction tender offer that were not repurchased - our offer was dismissed without giving us the opportunity to discuss its merits directly with their Board of Directors. Given the implementation by the GSI Technology Board of Directors, subsequent to our proposal, of an executive retention and severance plan which would result in members of the management of GSI Technology potentially receiving substantial cash payments in the event of an acquisition, and the continued reluctance of GSI Technology’s Board of Directors to engage in substantive discussions with us despite GSI Technology’s continued lackluster performance in the most recent quarter and public statements and what we believe is other outreach to GSI Technology by some of their stockholders following their most recent earnings announcement encouraging such engagement, we have now formally withdrawn our proposal to acquire all of the shares of GSI Technology.” “It has been our sincere hope that we would be able to explore together a friendly combination of our two companies that would provide premium value to GSI Technology’s stockholders and benefit its customers, representatives and associates around the world,” said Dr. Katz. “While we have continued to wait patiently, GSI Technology’s Board of Directors has had almost three months to consider whether to engage in discussions and permit us to conduct due diligence. We have not asked the GSI Technology Board of Directors to accept our proposed purchase price or to agree to sell GSI Technology, but only to sit down and discuss whether there might be a common basis for pursuing a transaction that we believe would be beneficial to all parties, including the stockholders of both companies. We are surprised by the unwillingness of the GSI Technology Board of Directors to do so. If in the future we are asked by GSI Technology or by its major stockholders to engage in discussions with GSI Technology, we will consider any changed circumstances involving GSI Technology, operational or economic, in determining whether to so engage, and on what terms we would be willing to do so.”
09:06 EDTGIG, GSITGigOptix withdraws propsoal to acquire GSI Technology
Subscribe for More Information

Sign up for a free trial to see the rest of the stories you've been missing.

I agree to the theflyonthewall.com disclaimer & terms of use