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Clear out junk files and repair common Windows errorsFree Scan →Fix the driver behind crashes, sound loss and screen glitchesFind Drivers →Microchip Technology agreed to buy Standard Microsystems Corporation (SMSC) for $37 per share in cash in May 2012, then completed the acquisition on August 2. The deal brought SMSC’s smart mixed-signal connectivity products into Microchip’s embedded-control business, extending its reach into automotive, industrial, computing, consumer and wireless-audio markets.
What Microchip paid for SMSC
Microchip and SMSC announced the agreement on May 2, 2012, after signing a definitive agreement on May 1. Microchip offered $37.00 in cash for each SMSC share. The companies put the transaction’s equity value at approximately $939 million. After accounting for approximately $173 million in SMSC cash and investments, the stated enterprise value was approximately $766 million.
Those figures describe different measures of the deal: equity value reflects the amount attributed to shareholders, while enterprise value subtracts SMSC’s cash and investments. The offer was cash consideration, not a share-for-share exchange.
Why Microchip wanted SMSC
Microchip’s stated strategic rationale was that SMSC’s smart mixed-signal connectivity complemented Microchip’s embedded-control business. In announcing the deal, Microchip CEO Steve Sanghi said the acquisition would add products and capabilities in automotive, industrial, computing, consumer and wireless-audio markets, broadening the markets the company could serve.
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The combination paired embedded control with connectivity and related technologies. It was an expansion of Microchip’s product range and served markets; the announcement does not establish that Microchip was entering each of those markets for the first time.
What SMSC made
SMSC’s portfolio included connectivity, sensing and system-management technologies used in embedded applications:
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- USB: USB connectivity products.
- MOST: networking technology for automotive systems.
- Wireless audio: the Kleer wireless-audio technology and JukeBlox wireless-audio platform.
- Embedded system control and thermal management: components and capabilities for managing embedded systems.
- RightTouch: capacitive-sensing technology.
These product areas help explain the deal’s connection to automotive and consumer electronics as well as broader embedded applications. SMSC reported fiscal-year-2012 net sales of $412 million, a 54.4% non-GAAP gross margin and non-GAAP operating profit equal to 12% of sales in the acquisition announcement.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.When the acquisition closed
The transaction closed on August 2, 2012. SMSC’s Nasdaq trading ceased, and the company became a wholly owned subsidiary of Microchip Technology.
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Microchip’s Form 10-Q reported that it used approximately $258.8 million of existing cash and investments and approximately $600.0 million of borrowings to finance the closing. These are closing-financing figures, distinct from the offer price and the transaction’s equity and enterprise values.
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