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Exar agreed to acquire Sipex in a stock-for-stock merger announced May 8, 2007, and completed the deal on August 25, 2007. Sipex shareholders were to receive 0.6679 Exar shares for each Sipex share; after closing, Sipex remained a wholly owned Exar subsidiary and former Sipex CEO Ralph Schmitt became Exar’s president and CEO.
When did Exar buy Sipex?
Exar, Sipex and Exar subsidiary Side Acquisition Corp. signed the merger agreement on May 7, 2007. The companies announced it publicly the next day. The merger became effective August 25, 2007.
| # | Preview | Product | Price | |
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SIPEX SP483ES LINE TRANSCEIVER, 1 FUNC, 1 Driver, 1 RCVR, BICMOS, | $6.49 | Buy on Amazon |
| 2 |
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SIPEX SP491CS LINE TRANSCEIVER, 1 FUNC, 1 Driver, 1 RCVR, BICMOS, | $19.73 | Buy on Amazon |
Exar’s 2008 Form 10-K states that Sipex’s operating results were included in Exar’s consolidated statements beginning August 26, 2007, the day after the merger’s effective date. Exar Corporation’s 2008 Form 10-K
Was the acquisition paid in cash or stock?
It was a stock-for-stock transaction, not a cash tender offer. Under the agreement, each Sipex share was exchanged for 0.6679 Exar shares. Exar’s May 8 announcement estimated that, after completion and assuming conversion of outstanding Sipex debt and related warrants, Exar shareholders would own about 67.6% of the combined company and Sipex shareholders about 32.4%. Exar and Sipex’s joint announcement
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- LINE TRANSCEIVER
- 1 FUNC
- 1 DRIVER
- 1 RCVR
- BICMOS
How much did Exar pay for Sipex?
Exar’s 2008 Form 10-K, filed in 2009, reported an estimated total purchase price of $250.738 million. That accounting figure comprised $229.999 million in Exar stock, $16.701 million in assumed options and warrants, and $4.038 million in direct transaction costs. It is the filing’s estimated purchase price, not a cash amount paid to Sipex shareholders.
| Purchase-price component | Amount reported by Exar |
|---|---|
| Exar stock | $229.999 million |
| Assumed options and warrants | $16.701 million |
| Direct transaction costs | $4.038 million |
| Total estimated purchase price | $250.738 million |
Source for all figures in the table: Exar Corporation’s 2008 Form 10-K.
How was the merger structured?
The legal structure was a reverse triangular merger. Exar subsidiary Side Acquisition Corp. merged into Sipex, with Sipex surviving as Exar’s wholly owned subsidiary. Completion was subject to shareholder approval, antitrust clearance and customary closing conditions. Merger agreement
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- LINE TRANSCEIVER
- 1 FUNC
- 1 DRIVER
- 1 RCVR
- BICMOS
Exar shareholders approved the issuance of shares for the deal on August 23, 2007. More than 76.9% of Exar shares outstanding on the record date voted in favor, representing more than 99% of votes cast. Exar shareholder vote results
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What happened to Sipex and Exar’s leadership?
Sipex did not remain an independent public company after closing; it became a wholly owned Exar subsidiary. Ralph Schmitt, Sipex’s CEO, became Exar’s president and CEO. Schmitt and two other former Sipex directors also joined Exar’s board. Exar’s closing announcement
Why did the companies combine?
The companies said the merger would build a larger integrated mixed-signal systems business, broaden opportunities in communications, consumer and industrial markets, and improve scale and resource use to support cost synergies. They also presented the combination as a platform for consolidation in analog and mixed-signal products. Schmitt specifically cited growth opportunities in power, networking and storage markets. Exar and Sipex’s joint announcement
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