SiRF Technology Holdings and CSR plc have signed definitive
agreement under which both companies will merge in a stock-for-stock
transaction to form a company, which can be ranked in world's
top ten fables semiconductor companies. The Boards of Directors
of both companies have unanimously approved the transaction,
which is expected to close in the second quarter of 2009.
CSR is well-established name in Bluetooth technologies,
while SiRF is well known in the GPS location business with
core expertise in GNSS and multifunction system-on-chip
(SoC) location platforms. Based on CSR's and SiRF's results
for fiscal year 2008, on a pro forma basis, the combined
companies would have had sales of approximately $927 million.
The combination will create the single largest pure play
provider of integrated connectivity and location platforms
and will be one of the top 10 fabless semiconductor companies
in the world. Customers of the combined company include
four of the top five handset manufacturers, the top five
personal navigation device makers, the top two auto-telematics
suppliers, and other leading auto and consumer electronics
providers.
Under the terms of the agreement, SiRF stockholders will
receive 0.741 of a CSR share for each share of SiRF common
stock they own. Based on the closing stock price for CSR
on February 9, 2009, this consideration would be equivalent
to $2.06 of CSR stock for each SiRF share, representing
total consideration of $136 million. This represents a premium
to SiRF stockholders of approximately 91% over SiRF's closing
stock price on February 9, 2009. Upon closing of the transaction,
SiRF stockholders are expected to own approximately 27%
and CSR shareholders are expected to own approximately 73%
of the combined company. The transaction is expected to
be tax-free for SiRF stockholders.
Dado P. Banatao, Executive Chairman of the Board and Interim
CEO of SiRF, said, "This transaction unites two market
and technology leaders in their respective fields who together
will be able to deliver a broad portfolio of innovative
products that are critical to the rapid evolution of consumer
electronics, mobile phones, mobile computers and automotive
devices. Our market opportunity is being driven by growing
consumer demand for greater functionality. Our ability to
offer customers both leading edge location and connectivity
technologies will be a key competitive advantage. Together
with CSR, we can accelerate our strategic plans, realize
growth opportunities faster than either company could on
its own, diversify our revenues and capitalize on market
opportunities to create value for shareholders."
Commenting on the merger, Joep van Beurden, CEO of CSR,
said, "Financially, strategically and commercially,
this is a compelling transaction. We expect it to be significantly
accretive, to enhance the enlarged group's financial strength
and cash position and to create new and wider revenue opportunities
that neither party on its own could pursue as effectively.
Strategically, this deal considerably strengthens our leadership
position in the Connectivity Centre, a strategy which we
believe encapsulates the way our marketplace is developing.
Commercially, there is a powerful, complementary fit between
the technologies, skill sets and customer relationships
of both companies and the way we both see our customers'
needs evolving. Together we create a group substantially
better placed both to meet the challenges of today and to
emerge even stronger from the current testing market conditions."
Kanwar Chadha, SiRF's founder, Board member and Vice President
of Marketing, said, "This merger unites two companies
with a shared market vision and equally strong commitments
to innovation, customers, shareholders and employees. CSR
is the right partner to create additional growth opportunities
for our company, and we believe that both our companies
will benefit significantly by being part of a larger, dynamic
and growing organization. Both companies have successfully
competed against much larger companies in their respective
fields, and we believe that this transaction, which combines
our innovative technologies, will significantly enhance
competition in the marketplace. We will take advantage of
the strengths of each company to take our business to the
next level, and we look forward to working with the CSR
team to ensure an effective and seamless transition."
