Stephen Simpson, CFA
Mon, Jan. 11, 9:35 AM
- Microsemi (NASDAQ:MSCC) now expects FQ1 revenue to to be near the high end of a $325M-$329M guidance range; consensus is at $326.2M. FQ1 results are due on the afternoon of Jan. 28.
- The company adds it has obtained (through a $450M debt offering and credit facility commitments) the financing needed to close its $2.5B cash/stock purchase of PMC-Sierra (NASDAQ:PMCS), and has also seen the end of a U.S. antitrust waiting period. Closing is expected on Friday.
- Microsemi reiterates its goal of achieving $100M/year in deal synergies, with $75M achieved in the first full quarter of combined operations. As previously announced, Microsemi is paying $9.22 in cash and issuing 0.0771 shares for each PMC-Sierra share.
Nov. 24, 2015, 7:24 AM
- Microsemi (NASDAQ:MSCC) has agreed to buy PMC-Sierra (NASDAQ:PMCS) for about $2.5B just hours after Skyworks Solutions (NASDAQ:SWKS) said it won't modify its bid.
- The deal will see Microsemi pay $9.22 in cash and 0.0771 of a company share for each PMC common share, representing a 77.4% premium to PMC's closing stock price as of Sept. 30.
- Microsemi anticipates the transaction to achieve more than $100M in annual cost synergies and estimates approximately $0.60 of non-GAAP EPS accretion in the first full year after closing.
- PMCS +0.7% premarket
- Previously: Skyworks abandons deal for PMC (Nov. 24 2015)
Nov. 24, 2015, 6:21 AM
- Skyworks Solutions (NASDAQ:SWKS) has withdrawn its agreed takeover bid for PMC-Sierra (NASDAQ:PMCS) after an increased offer of $2.3B from Microsemi (NASDAQ:MSCC) gained the backing of the target's board.
- Skyworks said it won't modify its bid and that the company is entitled to a $88.5M termination fee from PMC.
- Semiconductor makers have pursued mergers at a record pace this year as surging costs for design and manufacturing, coupled with a shrinking customer base, have created a need to bulk up.
- Previously: PMC-Sierra board gives thumbs up to latest Microsemi bid (Nov. 19 2015)
Nov. 18, 2015, 7:33 AM
- The new proposal would pay $9.22 in cash and 0.0771 shares of MSCC stock for each share of PMCS. Based on yesterday's close, this values each share of PMCS at $12.05.
- The previous bid was for $9.04 in cash and the same amount of MSCC shares.
- The new deal would still be immediately accretive to Microsemi's non-GAAP EPS (by $0.60 in year one) and free cash flow.
- Previously: PMC-Sierra: Skyworks offer still superior to Microsemi bid (Nov. 2)
- PMCS +2.4% to $11.93 premarket; MSCC flat, Skyworks SWKS +1.1%
Nov. 2, 2015, 3:56 AM
- Putting some clarity to a two week bidding war, PMC-Sierra Inc (NASDAQ:PMCS) said Microsemi's (NASDAQ:MSCC) latest stock and cash proposal is not superior to Skyworks Solutions' (NASDAQ:SWKS) all-cash offer, which provides "more value certainty" to shareholders.
- The board of directors continues to recommend the amended and restated merger agreement with Skyworks to its shareholders.
- On Friday, Microsemi hiked its offer to buy PMC-Sierra to about $2.33B, topping a $2.27B proposal from Skyworks Solutions five hours after the latter raised its bid.
- Previously: Microsemi counters Skyworks' new deal for PMC with an $11.88/share offer (Oct. 30 2015)
- Previously: Skyworks, PMC-Sierra strike revised deal topping Microsemi's offer (Oct. 30 2015)
- Previously: Microsemi -6.3% following PMC-Sierra bid; Skyworks -2% (Oct. 19 2015)
- Previously: Microsemi offers to buy PMC-Sierra for $11.50/share, trumping Skyworks' bid (Oct. 19 2015)
Oct. 30, 2015, 12:45 PM
- Just a few hours after Skyworks (SWKS +3%) and PMC-Sierra (PMCS +3.1%) announced they'd agreed to a revised $11.60/share, all-cash, deal (topping Microsemi's $11.50/share bid), Microsemi (MSCC -2.3%) has unveiled an $11.88/share cash/stock offer.
- The offer consists of $9.04/share in cash + 0.0771 Microsemi shares for each PMC share. Microsemi expects a deal to add $0.60 in EPS in its first full year after closing, and to eventually produce over $100M/year in cost synergies. No word on whether Microsemi would foot the bill for the $88.5M termination fee PMC owes Skyworks if it abandons its current deal.
- Microsemi remains lower on the day, while Skyworks and PMC remain higher. PMC is trading near $12.00.
Oct. 30, 2015, 9:10 AM
- 11 days after Microsemi (NASDAQ:MSCC) unveiled an $11.50/share cash/stock offer for PMC-Sierra (NASDAQ:PMCS) that topped Skyworks' (NASDAQ:SWKS) $10.50/share deal with the company, Skyworks and PMC announce they've agreed to a revised $11.60/share, all-cash, deal.
- The termination fee has been hiked to $88.5M from $70M. As previously announced, Skyworks plans to finance the deal with a mixture of existing cash and debt.
- PMCS +2.9% premarket to $11.98, as markets bet the bidding war isn't over. SWKS +0.8% premarket to $75.25.
Oct. 19, 2015, 2:55 PM
- The Street isn't reacting favorably to analog/mixed-signal chipmaker Microsemi's (NASDAQ:MSCC) cash/stock offer to buy storage and telecom IC vendor PMC-Sierra (PMCS +13.7%). Following today's selloff, Microsemi's bid for PMC is worth $11.35/share. With PMC trading at $11.65, investors are betting Skyworks (NASDAQ:SWKS) will up its prior $10.50/share bid.
- S&P thinks Skyworks could raise its offer. However, Brean and Oppenheimer argue the company might walk away. Brean notes Skyworks sold off after the PMC deal was announced amid concerns about a lack of product synergies, and both firms observe Skyworks has taken a disciplined approach to M&A.
- For Microsemi, a PMC deal would further an M&A-driven product line expansion that has led the company to buy medical/telecom IC vendor Zarlink Semi ($525M), timing IC vendor Symmetricom ($230M), and most recently Ethernet chipmaker Vitesse ($389M). The company sees PMC adding over $0.60 to EPS in the first year after closing, thanks partly to over $100M in cost synergies. It would rely on both existing cash and $2.7B in debt to help finance the purchase.
- Raymond James' Mitch Steves has hiked his Microsemi target by $3 to $41 in response to the bid. "Overall, given the $0.60 in year one accretion and material cost savings ... we view the transaction as a positive. In addition, we came away with the following key takeaways from the Conference call: 1) leverage will remain reasonable at ~4x [trailing 12 month] EBITDA, 2) overall business is chugging along with Dec-qtr in-line with Street expectations due to [aerospace/defense]/Military/Industrial strength and 3) Vitesse cost synergies are ahead of plan giving additional comfort on cash flow metrics."
Oct. 19, 2015, 7:47 AM
- PMC-Sierra (NASDAQ:PMCS) +10.8% premarket after Microsemi (NASDAQ:MSCC) offers to buy the company for $11.50/share, or ~$2.4B, in an offer MSCC says is a "superior" proposal over last week's $2B offer from Skyworks Solutions' (NASDAQ:SWKS).
- Under MSCC's offer, PMCS shareholders would get $8.75 in cash and 0.0736 of a share of its stock for each PMCS share held; MSCC's offer represents a ~12% premium to PMCS's Friday close and ~50% above PMCS’ price on Oct. 5 before it agreed to the bid from SWKS.
- MSCC says a takeover of PMCS would let it expand its product offering and allow the combined company save more than $100M/year in expenses.
Oct. 6, 2015, 12:57 PM
- Skyworks (NASDAQ:SWKS) has tumbled towards $75 after announcing it's buying storage and telecom IC vendor PMC-Sierra (NASDAQ:PMCS) for $2B in cash on hand. (PR)
- Fellow RF chipmaker Avago (AVGO -6.7%), which (thanks to the LSI acquisition) competes against PMC-Sierra in the storage controller market, is also off, as is merger partner Broadcom (BRCM -3.2%), which competes against PMC to an extent in the telecom IC and network processor markets. RF peer Qorvo (QRVO -3.3%) is also getting hit. The Nasdaq is down 1.2%.
- Possibly hurting the group: Skyworks has used the PMC deal to announce it expects FQ4 (calendar Q3) revenue of $880M and EPS of $1.52. That's slightly above prior guidance of $875M and $1.51 and a consensus of $876M and $1.51, but expectations have been high following a long string of beat-and-raise quarters.
- The PMC acquisition expands Skyworks' reach to a slew of non-RF chip markets and enterprise/telecom infrastructure end-markets. It's expected to yield $75M in cost synergies within 12 months of closing (expected in 1H16), and subsequently boost Skyworks' annual EPS by $0.75. Assuming that target is hit, Skyworks is paying 14x forward EPS.
- Update (1:04PM ET): BofA/Merrill is defending Skyworks and Avago, arguing forward P/Es of less than 10 make shares very cheap.
- Update 2 (5:01PM ET): The group staged a comeback in afternoon trading. Skyworks closed down 1.4%, Avago 3.4%, Qorvo 1.1%, and Broadcom 1.6%. The Nasdaq closed down 0.7%.
Oct. 6, 2015, 1:51 AM
- Skyworks Solutions (NASDAQ:SWKS) has agreed to buy PMC-Sierra (NASDAQ:PMCS) for $2B in cash to expand its portfolio, customer base and end market applications.
- PMC shareholders will get $10.50 per share, representing a 37% premium to the stock's closing price of $7.69 on Monday.
- Semiconductor dealmaking has already reached more than $80B in 2015, surpassing every full year on record except 2000, when M&A in the sector hit $115.5B.
- PMCS +33.8% premarket
- Previously: PMC-Sierra +7.8%; company reportedly exploring sale (Oct. 01 2015)
Oct. 1, 2015, 3:57 PM
Sep. 30, 2015, 10:25 AM
- Mellanox (MLNX -7.3%) has sold off after announcing it's buying network processor (NPU) vendor and Israeli tech peer EZchip (EZCH +14.3%) for $811M in cash. Meanwhile, telecom/data center chipmakers Cavium (CAVM +3.5%), AppliedMicro (AMCC +4.1%), and PMC-Sierra (PMCS +7.9%) are rallying amid a 2% Nasdaq gain - each company's product line includes (but is by no means limited to) NPUs.
- Whereas Mellanox is focused on high-speed data center connectivity hardware (e.g. adapter cards, switches, switching and adapter ICs), EZchip still gets the majority of its revenue from NPUs going into edge routers and other telecom hardware. However, the company has been trying to expand its data center footprint, via its new NPS processor line (supports deeper packet analysis) and its Tilera unit (acquired in 2014, set to launch a processor supporting 100 ARM cores).
- Mellanox asserts EZchip's "products and expertise in security, deep packet inspection, video, and storage processing" will help it "deliver complete end-to-end, intelligent 10, 25, 40, 50, and 100Gb/s interconnect and processing solutions for advanced data center and [telecom] edge platforms." The purchase price is equal to 5.9x EZchip's 2016 sales consensus; Mellanox trades for just 2.3x 2016E sales.
- Update: Summit Research's Srini Nandury thinks Mellanox's selloff stems from the company's failure to reiterate Q3 guidance during today's conference call, in spite of repeatedly being asked by analysts to do so.
May 29, 2013, 4:43 PM
PMC-Sierra (PMCS) is buying IDT's (IDTI) PCI Express flash controller chip business for $100M in cash. The deal gives PMC, whose traditional RAID storage controller and adapter card sales have been pressured, the chance to be an arms dealer for a booming and hotly contested server flash module market. PMC notes the IDT unit has scored several major design wins, and has released the first controller chip supporting the new NVMe standard. IDT says it will now focus its R&D spend on "advanced timing, wireless power, memory interface, and communications signal chain" chips.| May 29, 2013, 4:43 PM
Apr. 4, 2012, 4:24 PM
PMC-Sierra (PMCS +8.5%) soared in late trading thanks to a report the telecom chipmaker recently held talks with potential buyers, though it's added a deal "is not considered imminent." PMC has been under pressure from activist firm Relational Investors to consider "strategic alternatives." Sources add rivals Broadcom (BRCM) and Marvell (MRVL) are "logical bidders" for PMC, though analysts think its exposure to legacy technologies such as SONET optical gear could be a problem.| Apr. 4, 2012, 4:24 PM | 1 Comment
Jan. 17, 2012, 4:33 PMTelecom chipmaker PMC-Sierra (PMCS) rises 3.3% AH after activist money manager Relational Investors discloses it has a 7.17% stake in the company, and asserts PMC's board "may need to consider broader strategic alternatives." PMC's growth has been held back in recent years by its exposure to legacy technologies such as T1/T3 lines, ATM switches, and SONET optical gear. | Jan. 17, 2012, 4:33 PM