Monday, February 21, 2011

Conexant Gets Higher Bid from Golden Gate Capital

Conexant Systems received a revised written proposal from an affiliate of Golden Gate Capital to acquire all of the outstanding shares of Conexant common stock at a price of $2.40 per share in cash.

On January 9, 2011, Standard Microsystems Corporation (SMSC) offered to acquire each share of Conexant common stock $1.125 in cash and a fraction of a share of SMSC common stock equal to $1.125 divided by the volume weighted average price of SMSC common stock for the 20 trading days ending on the second trading day prior to closing, but in no event more than 0.04264 nor less than 0.03489 shares of SMSC common stock.

Conexant's board of directors, in consultation with its financial and legal advisors, determined that the Revised Proposal is a "Superior Proposal" as such term is defined in the SMSC Agreement. Conexant notified SMSC of its determination on February 21, 2011. SMSC now has four days to respond with a follow-up offer.