Microsemi Acquires Zarlink Semiconductor

Microsemi Corporation, a leading provider of semiconductor solutions, through its wholly owned subsidiary 0916753 B.C. ULC, completed the acquisition of Zarlink Semiconductor Inc., a leading provider of mixed-signal chip technologies for a broad range of communications and medical applications, in a transaction valued at approximately $635 million.

The acquisition was implemented by way of a take-over bid for all of the outstanding common shares and all of the out-standing 6 per cent unsecured subordinated convertible debentures of Zarlink.

Microsemi offers a comprehensive portfolio of semiconductor solutions for: aerospace, defense and security, enterprise and communications, and industrial and alternative energy markets. Products include high-performance, high-reliability analog and RF devices, mixed-signal and RF integrated circuits, customizable SoCs, FPGAs and complete subsystems. Microsemi is headquartered in Aliso Viejo, California, and has approximately 3,000 employees globally.

Zarlink delivers world-leading, mixed-signal chip technologies for a broad range of communication and medical applications. Zarlink's core capabilities include timing solutions that manage time-sensitive communication applications over wireless and wired networks, line circuits supporting high-quality voice services over cable and broadband connections, and ultra low-power radios enabling new wireless medical devices and therapies. Serving the world's largest original equipment manufacturers, Zarlink's highly integrated chip solutions help customers simplify design, lower costs and reach market quickly. Zarlink is headquartered in Ottawa, Ontario, and has over 500 employees globally.

Microsemi's legal team was led in-house by David Goren, Vice President and General Counsel, and was represented in the United States by O'Melveny & Myers LLP with a team that included Warren Lazarow, Steven Tonsfeldt, Paul Scrivano, Tom Baxter, Loren Weber, Kimberly Sowders, Maria Sountas-Argiropoulos and Mary Gallegly (corporate); and in Canada by Stikeman Elliott LLP with a team that included John Leopold, Warren Katz, Howard Rosenoff, Vanessa Coiteux, Amy Chao and Dominique Perron (corporate); Marie-Andrée Beaudry and Éric Lévesque (tax) and Peter Howard and Samaneh Hosseini (litigation).

Zarlink's legal team was led in-house by Renato Pontello, Vice President and General Counsel, and was represented by McCarthy Tétrault LLP with a team that included Sonia Struthers, Max Thelonious Rogan, Fraser Bourne, David Letour-neau and Benjamin Silver (corporate/securities); Trevor Lawson (employment) and Andrew Matheson and Shane D'Souza (litigation) and by Davies Ward Phillips & Vineberg LLP with a team that included William Brock, Andrea Burke and Sean Campbell (litigation) and Neil Kravitz and Trevor Rowles (corporate/securities).