GSI Technology Says Reviews GigOptix's $6.50/shr Buyout Proposal - Quick Facts

(RTTNews) - GSI Technology Inc. (GSIT) announced that its board will promptly and carefully review and consider a $6.50 per share buyout proposal from GigOptix Inc.(GIG).

Following its review, the GSI Technology Board will respond to the proposal and advise its stockholders of the Board's response.

GSI Technology also confirmed that it received from GigOptix unsolicited, non-binding and conditional proposal to acquire the company for per share consideration of $6.50 per share consisting of a combination of cash and GigOptix common stock.

Earlier today, GigOptix said that it has proposed to acquire all of the outstanding shares of GSI Technology for consideration of $6.50 per share, in a transaction valued at about $161 million in cash, stock and special Dividend.

The offer price consists of $2.00 per share in cash; GigOptix common stock worth $1.33 based upon the volume-weighted average price of GigOptix's common stock for the three trading days ending one day prior to the closing of the combination; and a special dividend of $3.17 per share in cash payable by GSI Technology.

The offer has a combined value of approximately $6.50 in the aggregate and represents about a 32% premium above the closing price of GSI Technology common stock on August 18, 2014.

On a preliminary basis and subject to confirmatory due-diligence, GigOptix believes that the combination, which would have generated approximately $86 million in sales based on the reported revenue results over the most recent trailing twelve months for each company, would be immediately accretive on an Adjusted EBITDA basis.

GigOptix believes this proposed combination would receive all necessary regulatory approvals and expects that the proposed transaction would be completed in the fourth quarter of calendar 2014.