Oregon-based Advanced Power Technology has entered into a definitive agreement to acquire GHz Technology, a supplier of silicon based radio frequency (RF) power transistors in a merger transaction.
Based in Santa Clara, CA with approximately 75 employees, GHz’s products are used in a variety of radar, avionics and wireless communications applications.
The combination will position APT with the products and technology to serve a broad range of RF applications requiring RF power transistors capable of switching at frequencies from 1 MHz to 3.5 GHz.
Under the terms of the agreement, APT will issue approximately 1.48 million shares of common stock and $13.3 million in exchange for the business and assets of GHz Technology, which will include approximately $7.9 million of cash. In addition, APT will issue options to purchase 704,099 shares of APT common stock in exchange for outstanding GHz stock options and for the retention of key GHz employees.
APT will increase the number of shares that can be purchased pursuant to options that may be granted under its stock option plan from 1,500,000 to 2,250,000.
Based on APT’s closing price on December 6, 2001 of $10.60, the transaction is valued at approximately $29.1 million. The Boards of Directors of APT and GHz have unanimously approved the transaction. Completion of the acquisition is subject to customary closing conditions and does not require APT shareholder approval.
After the close of the transaction GHz shareholders will own approximately 14.6% of the 10.2 million shares of APT common stock that will be outstanding.
The transaction is expected to be completed within the next 25 to 45 days and is anticipated to be accretive to APT’s revenue per share and cash earnings per share in 2002 without the inclusion of synergies.