CSR plc Rule 2.7 Announcement
Summary
· The Board of Qualcomm Incorporated is pleased to announce that it has reached agreement with the Board of CSR plc ("CSR") regarding the terms of a recommended cash offer through which the entire issued and to be issued ordinary share capital of CSR will be acquired by Qualcomm Global Trading Pte. Ltd. ("QGT"), an indirect wholly owned subsidiary of Qualcomm Incorporated (together or individually as the context requires, "Qualcomm").
· Under the terms of the Acquisition:
each Scheme Shareholder will be entitled to receive 900 pence in cash for each CSR Share
· The offer price represents a premium of approximately:
· 56.5 per cent. to the Closing Price per CSR Share of 575 pence on 27 August 2014 (being the last Business Day prior to the commencement of the Offer Period);
· 66.3 per cent. to the average Closing Price per CSR Share of 541 pence in the one month to 27 August 2014 (being the last Business Day prior to the commencement of the Offer Period); and
· 56.5 per cent. to the average Closing Price per CSR Share of 575 pence in the three months to 27 August 2014 (being the last Business Day prior to the commencement of the Offer Period).
· The Acquisition values the entire issued and to be issued share capital of CSR at approximately £1,560 million.
· It is intended that the Acquisition be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act, further details of which are contained in the full text of this announcement. However, QGT reserves the right, subject to the consent of the Panel, to effect the Acquisition by way of a Takeover Offer.
· The CSR Directors, who have been so advised by J.P. Morgan Cazenove and Goldman Sachs International, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the CSR Directors, J.P. Morgan Cazenove and Goldman Sachs International have taken into account the commercial assessments of the CSR Directors. J.P. Morgan Cazenove and Goldman Sachs International are providing independent financial advice to the CSR Directors for the purposes of Rule 3 of the Code.
· Accordingly, the CSR Directors intend unanimously to recommend that CSR Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the General Meeting Resolutions, as each CSR Director has irrevocably undertaken to do (or in the case of CSR ADSs, instruct the depositary to do so) in respect of their own beneficial holdings, being in aggregate a total of 884,457 CSR Shares (including CSR Shares underlying CSR ADSs), representing approximately 0.54 per cent. of the existing issued capital of CSR as at 14 October 2014 (being the latest practicable date prior to this announcement).
· The Acquisition will be subject to the satisfaction or waiver of the Conditions set out in Appendix I to this announcement and which will be set out in the Scheme Document.
· It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be posted to CSR Shareholders within 28 days of the date of this announcement.
· CSR (LSE: CSR; NASDAQ: CSRE) is an innovator in the development of multifunction semiconductor platforms and technologies for the Auto, Consumer and Voice & Music markets. CSR was established in Cambridge in April 1999 by an engineering and marketing team that previously worked at Cambridge Consultants Limited, a technology and consulting firm based in Cambridge. CSR currently focuses on the Auto, Consumer and Voice & Music business segments in its Core business group. In addition, CSR's Legacy Products business comprises discontinued business lines in which CSR has ceased investment and which include digital television and set-top boxes and handset connectivity and handset location. CSR is headquartered in Cambridge, UK and has 2,130 employees in eleven countries around the globe. CSR reported revenue of US$960.7 million for its 52 week financial period ended 27 December 2013.
· Qualcomm is a global leader in developing and commercialising mobile processing and wireless communications technologies. The Acquisition complements Qualcomm's current offerings by adding products, channels and customers in the important growth categories of Internet of Everything (IoE) and automotive infotainment, accelerating Qualcomm's presence and path to leadership. The opportunity is aligned with Qualcomm's strategic priorities in these rapidly growing business areas.
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