By Lisa Kerner
Charlotte, N.C., Dec. 11 - STMicroelectronics NV agreed to acquire Genesis Microchip Inc. via a cash tender offer to purchase all of the outstanding shares of Genesis for $8.65 per share. The total equity value of the deal is approximately $336 million.
The tender offer is slated to begin on Dec. 18, with the transaction expected to close in the first quarter of 2008.
The per-share price is a 60% premium to Genesis Microchip's closing share priced on Dec. 10, according to a form 6-K filing with the Securities and Exchange Commission.
With the acquisition, STMicroelectronics will expand its role in the $1.5 billion digital TV market.
Genesis Microchip's board of directors unanimously recommended that its shareholders accept the tender offer as well as the following second-step merger at the same price per share. The company will become part of STMicroelectronics's home entertainment and displays group.
"The combined company will have the products, technology, IP and expertise to offer best-in-class integrated DTV processing solutions that our customers are increasingly demanding," Philippe Lambinet, corporate vice president and general manager of STMicroelectronics's home entertainment and displays group, said in the release.
"Our innovative technology, when combined with STMicroelectronics's resources, silicon design expertise and manufacturing capabilities can accelerate the delivery of the next generation of solutions for our digital television, flat-panel display and DisplayPort customer base," Genesis Microchip president and chief executive officer Elias Antoun said in the release.
STMicroelectronics was advised by Morgan Stanley and Shearman & Sterling LLP. Genesis Microchip was advised by Goldman Sachs and Wilson Sonsini Goodrich & Rosati Professional Corp.
Geneva, Switzerland-based STMicroelectronics develops semiconductor solutions for microelectronics applications.
Genesis Microchip, based in Santa Clara, Calif., provides image and video processing systems for flat-panel TVs as well as consumer and PC-display products.
| Acquirer: | STMicroelectronics NV
|
| Target: | Genesis Microchip Inc.
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| Announcement date: | Dec. 11
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| Transaction total: | $336 million
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| Price per share: | $8.65
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| Expected closing: | First quarter of 2008
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| Stock price of target: | Nasdaq: GNSS: $5.40 on Dec. 10
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