DGAP-Ad-hoc: Dialog Semiconductor Plc. / Key word(s): Acquisition/Mergers &
Acquisitions
Dialog Semiconductor to Acquire Adesto Technologies
20-Feb-2020 / 07:33 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
London, United Kingdom - February 20, 2020 - Dialog Semiconductor plc
(XETRA:DLG [1]), today announced it has signed a definitive agreement to
acquire all outstanding shares of Adesto Technologies Corporation ("Adesto")
(NASDAQ:IOTS [2]).
Dialog will acquire Adesto for $12.55 per share in cash, or for
approximately $500 million enterprise value. The deal will be funded from
Dialog's balance sheet.
The transaction is expected to be EPS accretive[1] for Dialog within the
first calendar year following close. Dialog expects annual cost synergies of
approximately $20 million within the first calendar year of close across the
combined company. Dialog also anticipates considerable additional revenue
synergies given the complementary nature of the product portfolios and
technology. Adesto expects to report FY 2019 revenue of approximately $118
million and continued revenue growth is anticipated over the next few years.
The transaction is subject to certain regulatory approvals and customary
closing conditions, including the approval of Adesto's stockholders, and is
expected to close in the third quarter of 2020.
The Board of Directors of Adesto has unanimously approved the transaction
and recommends that Adesto stockholders vote in favor of the transaction,
and directors and executive officers of Adesto have agreed to vote their
shares in favor of the transaction.
[1] Financial performance measures are underlying
Contact:
Jose Cano
Director, Investor Relations
jose.cano@diasemi.com
+44(0)1793756961
Information and Explanation of the Issuer to this News:
*Forward-Looking Statements*
This communication contains 'forward-looking' statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended, that involve risks and
uncertainties. In some cases, you can identify these forward-looking
statements by the use of terms such as 'expect,' 'will,' 'continue,' or
similar expressions, and variations or negatives of these words, but the
absence of these words does not mean that a statement is not
forward-looking. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including, but
not limited to: any statements regarding the expected timing of the
completion of the transaction and the benefits of the transaction; the
ability of Dialog and Adesto to complete the proposed transaction
considering the various conditions to the transaction, some of which are
outside the parties' control, including those conditions related to
regulatory approvals; any other statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. These
forward-looking statements are inherently uncertain, and are based on
information available to each of Dialog and Adesto as of the date hereof and
current expectations, forecasts, estimates, and assumptions. A number of
important factors and uncertainties could cause actual results or events to
differ materially from those described in these forward-looking statements,
including without limitation: the failure to satisfy or waive any of the
conditions to the consummation of the proposed transaction, including the
adoption of the Merger Agreement by Adesto's stockholders and the receipt of
certain governmental and regulatory approvals; matters arising in connection
with the parties' efforts to comply with and satisfy applicable regulatory
approvals and closing conditions relating to the proposed transaction; the
risk that the proposed transaction does not close when anticipated or at
all; the effects of disruption from the transactions contemplated by the
Merger Agreement on Adesto's or Dialog's business and the fact that the
announcement and pendency of the transaction may make it more difficult to
establish or maintain relationships with employees, suppliers and other
business partners; the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement; the outcome
of any legal proceedings that may be instituted against Adesto or Dialog
related to the Merger Agreement or the proposed transaction; unexpected
costs, charges or expenses resulting from the proposed transaction; the
occurrence of a Material Adverse Effect (as defined in the Merger
Agreement); and other risks that are described in the reports of Adesto
filed with the Securities and Exchange Commission (the 'SEC'), including but
not limited to the risks described in Adesto's Annual Report on Form 10-K
for its fiscal year ended December 31, 2018, which was filed with the SEC on
March 18, 2019, and Adesto's Quarterly Reports on Form 10-Q, and that are
otherwise described or updated from time to time in other filings with the
SEC. All forward-looking statements attributable to Adesto or Dialog, or
persons acting on behalf of either, are expressly qualified in their
entirety by this cautionary statement. Further, Adesto and Dialog disclaim
any obligation to update the information in this communication or to
announce publicly the results of any revisions to any of the forward-looking
statements to reflect future events or developments, except as otherwise
required by law. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof.
*Additional Information and Where to Find It *
In connection with the proposed acquisition, Adesto will file relevant
materials with the SEC, including a preliminary and definitive proxy
statement. Promptly after filing the definitive proxy statement, Adesto will
mail the definitive proxy statement and a proxy card to the stockholders of
Adesto. ADESTO'S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY WHEN
IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Stockholders of Adesto will be able to obtain a free copy of
these documents, when they become available, at the website maintained by
the SEC at www.sec.gov or free of charge at www.adestotech.com [3].
Additionally, Adesto and Dialog will file other relevant materials in
connection with the proposed acquisition of Adesto by Dialog pursuant to the
terms of the Merger Agreement. Adesto, Dialog and their respective
directors, executive officers and other members of management and employees,
under SEC rules, may be deemed to be participants in the solicitation of
proxies of Adesto stockholders in connection with the proposed acquisition.
Stockholders of Adesto may obtain more detailed information regarding the
names, affiliations and interests of certain of Adesto's executive officers
and directors in the solicitation by reading Adesto's most recent Annual
Report on Form 10-K, and the proxy statement for Adesto's 2019 annual
meeting of stockholders, which was filed with the SEC on April 30, 2019.
These documents are available free of charge at the SEC's web site at
www.sec.gov or by going to Adesto's Investor Relations Website at
www.adestotech.com [3]. Information about Dialog's directors and executive
officers is set forth in Dialog's Annual Report and Accounts 2018. You can
obtain free copies of this document by accessing Dialog's website at
https://www.dialog-semiconductor.com [1]. Information concerning the
interests of Adesto's participants in the solicitation, which may, in some
cases, be different than those of Adesto's stockholders generally, will be
set forth in the definitive proxy statement relating to the proposed
transaction when it becomes available.
20-Feb-2020 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Dialog Semiconductor Plc.
Tower Bridge House, St. Katharine's Way
E1W 1AA London
United Kingdom
Phone: +49 7021 805-412
Fax: +49 7021 805-200
E-mail: jose.cano@diasemi.com
Internet: www.dialog-semiconductor.com
ISIN: GB0059822006
WKN: 927200
Indices: MDAX, TecDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
EQS News ID: 977847
End of Announcement DGAP News Service
977847 20-Feb-2020 CET/CEST
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(END) Dow Jones Newswires
February 20, 2020 01:33 ET (06:33 GMT)
