By Lisa Kerner
Charlotte, N.C., Feb. 10 - The boards of directors of SiRF Technology Holdings, Inc. and CSR plc agreed to combine the companies in a stock-for-stock transaction valued at approximately $136 million.
SiRF stockholders will receive 0.741 of a CSR share for each share of SiRF common stock they own. The consideration is equivalent to $2.06 per SiRF share based on CSR's closing stock price on Feb. 9, a company news release said.
According to SiRF, the per-share offer is a premium of approximately 91% over SiRF's closing stock price on Monday.
The merger is expected to close in the second quarter of 2009 subject to approval by shareholders of both companies.
SiRF said that once the merger is complete, its stockholders will own approximately 27% and CSR shareholders will own approximately 73% of the combined company.
CSR said its board of directors will be expanded to add two members of the SiRF board: Dado P. Banatao, executive chairman of the board and interim chief executive officer of SiRF, and Kanwar Chadha, SiRF founder, board member and vice president of marketing.
CSR CEO Joep van Beurden will lead the combined company as CEO from the CSR headquarters located in Cambridge, England.
SiRF's San Jose, Calif., headquarters location will become the base for CSR's U.S. operations.
"Together with CSR, we can accelerate our strategic plans, realize growth opportunities faster than either company could on its own, diversify our revenues and capitalize on market opportunities to create value for shareholders," Banatao said in the release.
CSR and SiRF expect to achieve annual cost synergies of at least $35 million.
The combined company had $378 million in cash and no bank debt at the end of fiscal year 2008 on a pro forma basis, CSR and SiRF said.
SiRF, a provider of GPS-enabled silicon and premium software location platforms, was advised by Goldman, Sachs & Co.
CSR is a provider of wireless voice and data communications.
| Acquirer: | CSR plc
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| Target: | SiRF Technology Holdings, Inc.
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| Announcement date: | Feb. 9
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| Transaction total: | $136 million
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| Price per share: | 0.741 of a CSR share
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| Expected closing: | Second quarter of 2009
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| Stock price of acquirer: | London: CSR: 186.5p on Feb. 9
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| Stock price of target: | Nasdaq: SIRF: $1.08 on Feb. 9
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