TriQuint Semiconductor, a supplier of gallium arsenide (GaAs) ICs, and Sawtek, a manufacturer of electronic signal processing components based on surface acoustic wave technology, are to merge. The transaction will have an estimated value, on a fully diluted basis, of approximately $1.3 billion.
Under the terms of the definitive agreement unanimously approved by the board of directors of both companies, shareholders of Sawtek will receive 1.1507 shares of TriQuint Semiconductor common stock for each share of Sawtek common stock.
Upon the closing of the transaction, TriQuint shareholders will hold approximately 64% of the combined company, with former Sawtek shareholders holding approximately 36%. The transaction, anticipated to close in the third quarter of 2001, is subject to approval by the TriQuint and Sawtek shareholders and other customary closing conditions, including obtaining necessary regulatory approvals. The combined company will trade under the symbol ‘TQNT’ on the NASDAQ National Market upon closing.
The merger will be a tax-free exchange of shares and will be accounted for as a pooling of interests. On a pro-forma basis for the calendar year ended December 31, 2000, the merger of Sawtek into TriQuint would be accretive to TriQuint’s earnings per share for that period. TriQuint had revenues of $300.7 million for the calendar year 2000 and Sawtek had revenues of $159.8 million for its fiscal year ended September 30, 2000.
The combined company will have over 1,700 employees upon completion of the merger. Sawtek will operate as a wholly-owned subsidiary of TriQuint Semiconductor and will continue to manufacture and sell products under the Sawtek name.