Dialog Semiconductor and AMS note the recent press speculation and
confirm that the two companies are in preliminary discussions regarding
a possible merger of equals of Dialog Semiconductor and AMS. These
discussions are at a very preliminary stage and there can be no
certainty that a transaction will be forthcoming.
In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers
(the "Code"), AMS must, by not later than 5.00 p.m. on 24 July 2014,
either announce a firm intention to make an offer for Dialog
Semiconductor (as appropriate) in accordance with Rule 2.7 of the Code
or announce that it does not intend to make an offer, in which case the
announcement will be treated as a statement to which Rule 2.8 of the
Code applies. This deadline will only be extended with the consent of
the Panel in accordance with Rule 2.6(c) of the Code. Further
announcements will be made as and when appropriate.
In accordance with Rule 30.4 of the Code, a copy of this announcement
will be available at www.dialog-semiconductor.com/investor-relations
Information and Explaination of the Issuer to this News:
About Dialog Semiconductor
Dialog Semiconductor creates highly integrated, mixed-signal integrated
circuits (ICs), optimised for personal portable, short-range wireless
connectivity, LED solid state lighting and automotive applications. The
company provides flexible and dynamic support, world-class innovation
and the assurance of dealing with an established business partner.
With its focus and expertise in energy-efficient system power management
and a technology portfolio that also includes audio, short-range
wireless, AC/DC power conversion and multi-touch, Dialog brings decades
of experience to the rapid development of ICs for personal portable and
digital consumer applications, including smartphones, tablets,
Ultrabooks(TM) and emerging wearable type devices.
Dialog's power management ICs increase the performance of portable
devices by extending battery lifetime, enabling faster charging and
enhancing the consumer's experience. With world-class manufacturing
partners, Dialog operates a fabless business model.
Dialog Semiconductor plc is headquartered in London with a global sales,
R&D and marketing organisation. In 2013, it had approximately $910
million in revenue and was one of the fastest growing European public
semiconductor companies. It currently has approximately 1,100 employees
worldwide. The company is listed on the Frankfurt (FWB: DLG) stock
exchange (Regulated Market, Prime Standard, ISIN GB0059822006) and is a
member of the German TecDax index. It also has convertible bonds listed
on the Euro MTF Market on the Luxemburg Stock Exchange (ISIN
ams develops and manufactures high performance analog semiconductors
that solve its customers' most challenging problems with innovative
solutions. ams' products are aimed at applications which require extreme
precision, accuracy, dynamic range, sensitivity, and ultra-low power
consumption. ams' product range includes sensors, sensor interfaces,
power management ICs and wireless ICs for customers in the consumer,
industrial, medical, mobile communications and automotive markets.
With headquarters in Austria, ams employs over 1,400 people globally and
serves more than 7,800 customers worldwide. ams is listed on the SIX
Swiss stock exchange (ticker symbol: AMS). More information about ams
can be found at www.ams.com.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in
the United Kingdom or who are subject to other jurisdictions should
inform themselves of, and observe, any applicable requirements.
Citigroup Global Markets Deutschland AG ('Citi') is acting as financial
adviser to AMS and no one else in connection with the possible merger of
AMS and Dialog Semiconductor. In connection with such matters, Citi, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will they
be responsible to any other person for providing the protections
afforded to their clients or for providing advice in relation to any
possible merger, the contents of this announcement or any other matter
referred to herein.
Morgan Stanley & Co. International plc ('Morgan Stanley') is acting as
financial adviser to Dialog Semiconductor and no one else in connection
with the possible merger of AMS and Dialog Semiconductor. In connection
with such matters, Morgan Stanley, its affiliates and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other person
for providing the protections afforded to their clients or for providing
advice in relation to any possible merger, the contents of this
announcement or any other matter referred to herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any
paper offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and
short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must
be made by no later than 3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate, by
no later than 3.30 pm (London time) on the 10th business day following
the announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested
in 1% or more of any class of relevant securities of the offeree company
or of any paper offeror must make a Dealing Disclosure if the person
deals in any relevant securities of the offeree company or of any paper
offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose of
Opening Position Disclosures must also be made by the offeree company
and by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in concert
with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue, when
the offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129 if you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure.
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