ZHUHAI, China, Oct. 2, 2015 /PRNewswire/ -- Actions
Semiconductor Co., Ltd. (Nasdaq: ACTS) ("Actions Semiconductor" or
"the Company"), one of China's
leading fabless semiconductor companies that provides comprehensive
portable multimedia and mobile internet system-on-a-chip (SoC)
solutions for portable consumer electronics, announced today the
final results of its previously announced "Dutch auction" tender
offer for the purchase for cash of up to 84,000,000 of its issued
and outstanding ordinary shares (the "Shares") (including Shares
represented by American Depositary Shares (the "ADSs", together
with the Shares, the "Securities")), at a purchase price not
greater than $23/60 per Share (or $2.30 per ADS) nor less than $20/60 per Share (or $2.00 per ADS), which expired at 5:00 P.M.,
Eastern Daylight Savings time, on Tuesday, September 29,
2015.
Actions Semiconductor has accepted for purchase 83,999,299
Shares (including Shares represented by ADSs) at a price
of $23/60 per Share (or $2.30 per ADS), for an
aggregate cost of approximately $32.2 million, excluding fees
and expenses relating to the tender offer.
Based on the final tabulation by Laurel Hill Advisory Group
Company, the depositary for the tender offer (the "Depositary"), a
total of 87,546,158 Shares (including Shares represented by ADSs)
were properly tendered and not withdrawn, of which 87,546,158
Shares (including Shares represented by ADSs) were properly
tendered and not withdrawn at a price of $23/60 per Share
(or $2.30 per ADS). Actions Semiconductor has been informed by
the Depositary that the final proration factor is approximately
95.95%.
The Depositary has commenced issuing payment for the Securities
validly tendered and accepted for purchase. The Depositary will
promptly return any validly tendered Securities that are not
purchased pursuant to the tender offer to the tendering
holders.
Immediately following the purchase of the tendered Securities,
Actions Semiconductor expects to have approximately 265,732,006
Shares (including Shares represented by ADSs) issued and
outstanding.
Security holders, banks and brokers who have any questions
regarding the tender offer may call the information agent: Laurel
Hill Advisory Group, LLC at (888) 742-1305, or the dealer managers:
Laurel Hill Securities, LLC at (516) 396-7905 or Imperial Capital,
LLC at (212) 351-9433. Banks and brokers may call the information
agent collect at (516) 933-3100 and all others may call the
information Agent toll-free at (888) 742-1305.
About Actions Semiconductor
Actions Semiconductor is one of China's leading fabless semiconductor
companies that provides comprehensive portable multimedia and
mobile internet system-on-a-chip (SoC) solutions for portable
consumer electronics. Actions Semiconductor products include SoCs,
firmware, software, solution development kits, as well as detailed
specifications of other required components. Actions Semiconductor
also provides total product and technology solutions that allow
customers to quickly introduce new portable consumer electronics to
the mass market in a cost effective way. The Company is
headquartered in Zhuhai, China, with offices
in Shanghai, Shenzhen, Hong
Kong and Taipei. For more information, please visit the
Actions Semiconductor website at http://www.actions-semi.com.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995
Statements contained in this release that are not historical
facts are forward-looking statements, as that term is defined in
the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include statements relating to the
Company's Dutch auction tender offer. Actions Semiconductor uses
words like "believe," "anticipate," "intend," "estimate," "expect,"
"project" and similar expressions to identify forward-looking
statements, although not all forward-looking statements contain
these words. These forward-looking statements are estimates
reflecting current assumptions, expectations and projections about
future events and involve significant risks, both known and
unknown, uncertainties and other factors that could cause actual
results to differ materially and adversely from those expressed in
any forward-looking statement. The risks and uncertainties
referred to above include, but are not limited to, the number of
Securities tendered by Security holders, the Company's proposed
cash requirements and future prospects and results of operations,
and current market and economic conditions, as well as such other
factors described in the Company's filings with the SEC. In
light of these risks, uncertainties, assumptions and factors, the
forward-looking events discussed in this press release may not
occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date stated,
or if no date is stated, as of the date of this press release.
Except as required by law, Actions Semiconductor undertakes no
obligation and does not intend to update or revise any
forward-looking statement to reflect subsequent events or changed
assumptions or circumstances.
Investor
Contacts:
|
|
Elaine Ketchmere,
CFA
|
Ally Xie, CA,
CPA
|
Compass Investor
Relations
|
Actions
Semiconductor
|
eketchmere@compassir.com
|
investor.relations@actions-semi.com
|
+1-310-528-3031
|
+86-756-3392353*1018
|
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SOURCE Actions Semiconductor Co., Ltd.