Acquisition Expected to Strengthen Cirrus Logic’s Leadership Position
in Audio ICs and Software for Portable Audio Applications
AUSTIN, Texas & EDINGBURGH, Scotland--(BUSINESS WIRE)--
Logic, Inc. (NASDAQ : CRUS) and Wolfson
Microelectronics plc (LSE : WLF or WLF.L) today announced the terms
of a recommended transaction under which Cirrus Logic would acquire
Wolfson at a price of £2.35 per share in cash, implying an enterprise
value of £278 million, or approximately $467 million. The
transaction, if approved, is expected to strengthen Cirrus Logic’s
ability to expand its customer base with highly differentiated,
end-to-end audio solutions for portable audio applications. The
transaction will be financed by a combination of existing cash on Cirrus
Logic’s balance sheet and $225 million in debt funding.
“Wolfson has a rich history of audio innovation, a broad catalog of
audio products and a first class customer list,” said Jason Rhode,
Cirrus Logic President and Chief Executive Officer. “This acquisition
strengthens Cirrus Logic’s core business as a leader in audio signal
processing components, enhances our ability to differentiate our
products with software, and adds new product categories such as MEMS
microphones to our portfolio.”
“The Board of Wolfson believes that this is an attractive offer for
Wolfson shareholders,” said Michael Ruettger, Chairman of the Board of
Wolfson Microelectronics. “We believe this reflects the hard work that
Mike Hickey and his team have put into building Wolfson as a leader in
the supply of high performance Audio Hubs and MEMS microphones to the
consumer electronics market. Together with Cirrus Logic, we believe this
will create a powerful platform for future growth, above and beyond our
The acquisition is expected to be completed in the second half of 2014.
Cirrus Logic expects the acquisition to be accretive to non-GAAP
earnings per share in the first full quarter after the transaction
closes (excluding the impact of one-time integration and acquisition
related costs). The transaction is subject to regulatory approvals and
the approval of Wolfson shareholders. Additional details about the
transaction are available at the Investor Relations section of Cirrus
Logic’s website at investor.cirrus.com.
Cirrus Logic will host a conference call today at 7:00 a.m. CDT / 1:00
p.m. London time to discuss this announcement. Participants may listen
to the conference call on the Cirrus
Logic investor relations website or by dialing (253) 237-1153 or
toll free at (877) 392-9886 (Access Code: 34114274).
A replay of the conference call will be available on the Cirrus Logic
investor relations website beginning approximately two hours following
the completion of the call, or by dialing (404) 537-3406 or toll free at
(855) 859-2056 (Access Code: 34114274).
About Cirrus Logic, Inc.:
Cirrus Logic develops high-precision, analog and mixed-signal integrated
circuits for a broad range of innovative customers. Building on its
diverse analog and signal-processing patent portfolio, Cirrus Logic
delivers highly optimized products for a variety of audio and
energy-related applications. The company operates from headquarters in
Austin, Texas, with offices in Phoenix, Ariz., Europe, Japan and Asia.
More information about Cirrus Logic is available at www.cirrus.com.
About Wolfson Microelectronics plc:
Wolfson Microelectronics plc is a global leader in the supply of high
performance, mixed-signal semiconductor devices and audio solutions to
the consumer electronics market. In the home, in the office and on the
move, Wolfson’s innovative technology can be found at the heart of many
of the world’s leading digital consumer goods, including premier hi-fi
equipment, smartphones, mobile phones, tablet computers, MP3 players,
televisions, digital still cameras and gaming.
Wolfson’s headquarters are located in Edinburgh, UK. Wolfson’s customers
are located worldwide, and so is Wolfson, with design centers, sales
offices, applications teams and engineering expertise across Europe, the
US, Australia and Asia.
Cirrus Logic, Cirrus and the Cirrus Logic logo are registered trademarks
of Cirrus Logic, Inc. Other brand names or trademarks belong to their
respective holders. © 2014 Cirrus Logic, Inc. All rights reserved.
Except for historical information contained herein, this news release
contains forward-looking statements, including statements related to the
recommended transaction under which Cirrus Logic would acquire Wolfson
(the “Acquisition”), the anticipated closing of the Acquisition; the
effect of the Acquisition on our earnings per share; future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses
and future prospects; business and management strategies and the
expansion and growth of Cirrus Logic’s or Wolfson’s operations and
potential synergies resulting from the Acquisition; and the effects of
government regulation on Cirrus Logic’s or Wolfson’s business. In some
cases, forward-looking statements are identified by words such as
“expect,” “anticipate,” “target,” “project,” “believe,” “goals,”
“opportunity,” “estimates,” “intend,” and variations of these types of
words and similar expressions. In addition, any statements that refer to
our plans, expectations, strategies or other characterizations of future
events or circumstances are forward-looking statements. These
forward-looking statements are based on our current expectations,
estimates and assumptions and are subject to certain risks and
uncertainties that could cause actual results to differ materially.
These risks and uncertainties include, but are not limited to, the risk
of failing to complete the Acquisition and the risk of failing to
successfully integrate Wolfson into the business and operations of
Cirrus Logic following the Acquisition; and the risk factors listed in
our Form 10-K for the year ended March 30, 2013, and in our other
filings with the Securities and Exchange Commission, which are available
The foregoing information is as of the date of this news release, and we
undertake no obligation to update or revise any forward-looking
statements, whether as a result of new developments or otherwise.
No Offer or Solicitation
This news release is not intended to and does not constitute or form
part of an offer or invitation to purchase or otherwise acquire any
securities or the solicitation of any vote or approval in any
jurisdiction in contravention of applicable law.
Source: Cirrus Logic, Inc. and Wolfson Microelectronics plc