Apr 24th, 2013
MEMSIC to be acquired by IDG-Accel China Capital II, L.P. and affiliates
MEMSIC, Inc. (NasdaqGM: MEMS), a leading MEMS solution provider, announced that it has agreed to be acquired by IDG-Accel China Capital II, L.P. and its affiliates MZ Investment Holdings Limited and MZ Investment Holdings Merger Sub Limited (collectively, "IDG"), for $4.225 per share in cash. Affiliates of IDG currently hold approximately 19.5% of the company's outstanding common stock.
IDG and its affiliates will acquire all the outstanding shares of common stock of MEMSIC that are not currently owned by them, including shares underlying outstanding in-the-money equity awards, for approximately $88.5 million.
The price of $4.225 per share in cash represents a premium of:
-- 143% over the $1.74 closing price of MEMSIC's common stock on November 20 2012, the last trading day before the company announced that it had received a non-binding proposal from IDG-Accel China Growth Fund II L.P. to acquire the company for $4.00 per share;
-- 144% over its average closing share price over the 90 calendar days ended on that date; and
-- 56% over the company's closing share price of $2.71 on April 22, 2013.
The Board of Directors of MEMSIC, in approving the transaction, acted at the unanimous recommendation of a Special Committee, consisting of the company's three independent directors, that was appointed in November 2012 to consider the IDG proposal and the company's other strategic alternatives.
MEMSIC's Lead Director and Chairman of the Special Committee, Roger Blethen, stated "The Special Committee and its advisors conducted a disciplined and independent process intended to ensure the best available outcome for our stockholders. The Board of Directors approved the IDG transaction because it strongly believes, after carefully considering the company's strategic alternatives, that it is in the best interest of MEMSIC stockholders and the best of the available alternatives. We believe the $4.225 price is fair and that making that value available to our stockholders immediately in cash is more favorable to them than the other alternatives available, including remaining independent."
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