TriQuint To Acquire WJ Communications For Approximately $72 Million
Under the terms of the agreement, TriQuint will acquire by merger all outstanding shares of WJ for $1.00 per share, implying a purchase price of approximately $72 million. Excluding one-time charges, TriQuint expects the deal to be neutral to earnings during fiscal 2008 and accretive thereafter. The transaction has been approved by the Board of Directors of both companies and is expected to close within 90 days, subject to an affirmative vote by WJ shareholders and other customary conditions.
"We have spent the last several months evaluating strategic alternatives for the Company in order to maximize shareholder value and accelerate the success of our products and technologies in the global market place," commented Bruce Diamond, President and Chief Executive Officer of WJ Communications. "We are pleased to announce this agreement with TriQuint, which will provide our stockholders with a substantial cash premium over the recent trading price of our stock. Additionally, we believe the combination will drive increased scale and efficiencies that will lead to a level of success commensurate with our innovation and product leadership."
Highlights of the acquisition are:
- Combines WJ design expertise with TriQuint's advanced technologies
- Expands TriQuint's presence in the communications infrastructure market
- Provides TriQuint with a Silicon Valley based design center
- Accelerates the evolution to multi-function modules for infrastructure applications
TriQuint has focused on bringing the technical innovation and cost savings it provides in the handset market to the evolving requirements of the communications infrastructure market. WJ shares TriQuint's vision of combining RF power, switching and filtering in cost effective module solutions for base station and other infrastructure applications.
"We see great synergy with TriQuint in the areas of technology, customer relationships and manufacturing efficiencies. There is very little product overlap and a good cultural fit between our two organizations" commented Bruce Diamond, CEO of WJ. "We bring a broad product line of RF building blocks and modules as well as a talented Silicon Valley based design team to an established leader in the RF market space."
Through this acquisition, TriQuint expects to expand its presence in the wireless infrastructure market comprised of cellular basestations and wireless and cable broadband infrastructure. "WJ's solid reputation in these market areas is a wonderful complement to TriQuint's strengths in design, manufacturing and customer support." said Ralph Quinsey, CEO of TriQuint. "WJ's technical expertise combined with the financial strength and stability of TriQuint will provide both innovative products and security of supply to the networks infrastructure customer base."
Upon closing, it is anticipated that Bruce Diamond, CEO of WJ, will continue with the organization leading the business and assisting in integration.
Thomas Weisel Partners LLC is acting as exclusive financial advisor to WJ and has rendered an opinion to the Board of Directors of WJ Communications as to the fairness, from a financial point of view, to WJ's stockholders of the consideration to be received by the stockholders in the merger transaction. Shumaker, Loop & Kendrick, LLP is serving as legal counsel to WJ.
SOURCE: TriQuint Semiconductor, Inc. and WJ Communications, Inc.