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Microsemi Corporation Announces Superior Offer to Acquire AML Communications, Inc. for $2.50 Per Share in Cash

/ Source: GlobeNewswire
  • Proposed Acquisition to Strengthen Microsemi's RF Leadership Position
  • Microsemi Expects Proposed Acquisition to be Immediately Accretive to Earnings

IRVINE, Calif., April 6, 2011 (GLOBE NEWSWIRE) -- Microsemi Corporation (Nasdaq:MSCC), a leading provider of semiconductor technology aimed at building a smart, secure, connected world, announced today that it has submitted a proposal to acquire AML Communications, Inc. (OTCBB:AMLJ) for $2.50 per share in an all-cash transaction. The total transaction value would be approximately $28 million, net of AML Communications' projected cash balance at closing.

AML Communications had previously entered into a definitive merger agreement with Anaren, Inc. on February 14, 2011 whereby Anaren would acquire all of AML's outstanding shares of common stock for $2.15 per share in an all-cash transaction. Microsemi's acquisition proposal represents a 16% premium to the offer made by Anaren and has been deemed a superior offer by AML Communications' Board of Directors. As a result, AML Communications' Board of Directors has delivered a notice to Anaren of its intent to withdraw its recommendation of the current Anaren transaction to the AML Communications stockholders. 

Headquartered in Camarillo, CA, AML Communications is a leading provider of microwave amplifiers and subsystems for defense electronics applications. The Company has a broad product portfolio and is a key supplier to major defense programs with Raytheon, Lockheed Martin, Northrop Grumman, L-3 Communications, BAE, and others.

James J. Peterson, Microsemi President and Chief Executive Officer stated, "RF components are increasingly important in today's defense programs and Unmanned Aerial Vehicle (UAV) systems. The acquisition of AML Communications would add scale and complementary technology to Microsemi's fast-growing RF component and subsystems product offering, enabling us to deliver ever more advanced RF solutions to our customers. Additionally, we expect this transaction would be immediately accretive to Microsemi earnings."

About Microsemi

Microsemi Corporation (Nasdaq:MSCC) offers the industry's most comprehensive portfolio of semiconductor technology. Committed to solving the most critical system challenges, Microsemi's products include high-performance, high-reliability analog and RF devices, mixed signal integrated circuits, FPGAs and customizable SoCs, and complete subsystems. Microsemi serves leading system manufacturers around the world in the defense, security, aerospace, enterprise, commercial, and industrial markets. Learn more at .

The Microsemi Corporation logo is available at 

About AML Communications, Inc.

AML Communications is a designer, manufacturer, and marketer of microelectronic assemblies for the defense industry. Its key customers include Raytheon, Lockheed Martin, Northrop Grumman, L-3 Communications, BAE, and others. The Company's extensive range of microwave products can be found in leading defense projects. For more information, visit .

This release contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The reader is cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties and other factors, many of which are outside the control of Microsemi and AML Communications. The forward-looking statements in this release address a variety of subjects including, for example, Microsemi's proposal to acquire AML Communications and the expected benefits of the proposed acquisition, including that the acquisition would be immediately accretive to Microsemi's earnings. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that the parties will not be able to successfully negotiate and enter into a definitive merger agreement or, if such an agreement is entered into, will be unable to comply with or satisfy the closing conditions contained therein, including the requirement to obtain stockholder approval for matters relating to the proposed merger; the risk that, if the acquisition is completed, AML Communications' business will not be successfully integrated with Microsemi's business, including product mix and acceptance, gross margins and operational and other cost synergies; costs associated with the acquisition; failure to achieve expected gross margins and operational and other cost synergies; negative or worsening worldwide economic conditions or market instability; unfavorable conditions in end markets; potential non-realization of expected orders or non-realization of backlog; difficulties in closing or disposing of operations or assets or transferring work from one plant to another; increased competition and technological changes in the industries in which Microsemi and AML Communications compete; and other events that could negatively impact the completion or benefits of the transaction, including industry, economic or political conditions outside of our control. The forward-looking statements included in this release speak only as of the date hereof, and Microsemi does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances.

CONTACT: FINANCIAL CONTACT: John W. Hohener Executive Vice President and CFO Tel: (949) 221-7100 INVESTORS: Robert C. Adams Vice President of Corporate Development Tel: (949) 221-7100