By Lisa Kerner
Charlotte, N.C., March 10 - TriQuint Semiconductor, Inc. agreed to acquire WJ Communications, Inc. for $1.00 per share in cash, or some $72 million.
The per-offer price is a 50% premium to the average closing price for the prior 30 days on the Nasdaq Global Market, according to a WJ Communications news release.
WJ Communications' board of directors unanimously approved the deal and recommends its shareholders adopt the merger agreement.
A termination fee of $2.45 million is included in the companies' definitive merger agreement, it was reported in a form 8-K filing with the Securities and Exchange Commission.
The transaction is expected to close within 90 days.
Bruce Diamond, WJ Communications' president and chief executive officer, said the merger agreement comes after the company spent several months reviewing strategic alternatives.
Diamond will continue leading the business and assisting with the integration of the two companies.
The merger will give TriQuint a Silicon Valley-based design center. It will also expand TriQuint's presence in the wireless infrastructure market, which includes cellular basestations and wireless and cable broadband infrastructure, TriQuint said in a statement released on Monday.
TriQuint said it expects the deal to be neutral to earnings during fiscal 2008 and accretive after that.
Thomas Weisel Partners LLC is advising WJ Communications and has rendered a fairness opinion to the company's board.
WJ Communications is San Jose, Calif.-based radio frequency semiconductor company.
Hillsboro, Ore.-based TriQuint supplies high-performance modules, components and foundry services for communications companies.
| Acquirer: | TriQuint Semiconductor, Inc.
|
| Target: | WJ Communications, Inc.
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| Announcement date: | March 10
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| Transaction total: | $72 million
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| Price per share: | $1.00
|
| Termination fee: | $2.45 million
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| Expected closing: | Within 90 days
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| Stock price of target: | Nasdaq: WJCI: $0.85 on March 7
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