There's an interested timeline of the acquisition negotiations in the SIMO - MXL prospectus.......
On Feb 28 MXL bid about $110, with the acquisition being 85% cash and 15% MXL stock. MXL at the time was $74.
Goldman inquired with 5 other prospective SIMO buyers after MXL made their offer. Two responded with interest.
Later on March 2, 2022, representatives of Goldman Sachs contacted representatives
of each of the Potentially Interested Parties regarding their respective interest in engaging in discussions about potentially acquiring the Company. Representatives of two of the Potentially Interested Parties, a strategic company (“Bidder A”) and a private equity sponsor (“Bidder B”), expressed interest in further engaging in the process, while the other three Potentially Interested Parties, all of which were strategic companies, ultimately declined to explore the opportunity to potentially acquire the Company.
Both interested parties entered into confidentiality agreements with SIMO-Goldman
The first interested party bid $95 cash!
The second interested party bid $96 cash!
SIMO told the first interested party they need to pay $115-$120.
MXL upped it's bid to about $115, again 85% cash and 15% MXL stock. MXL was $69 at that time.
The first interested party increase its bid to $115 cash!
The second interested party called SIMO to say they were going to raise their bid, but after that they never called back! funny.
On March 31, 2022, representatives of Bidder B called representatives of the Company’s management team to inform them that Bidder B would try to improve the March 24 Bidder B Proposal. However, following this call, Bidder B did not again contact the Company or any of its outside advisors regarding the March 24 Bidder B Proposal or any improvements thereto.
Wow - then Party A - a strategic customer of the company (INTC? MU? SK Hynix? Samsung?) - contacted Goldman Sachs to discuss purchasing SIMO. SIMO declined to enter into acquisition discussions with a strategic customer. Idiots!!
The first interested party said it would not improve its' bid, and that its' bid could no longer be relied upon. Bastards! They think it is because regulatory issues would be a problem for the deal, and first interested party would get stuck with the a "no merger" penalty.
MXL revised its offer to $90 + 0.4532 shares of MXL per SIMO share. That was then worth $110.
Holy Crap, the first interested party sends a letter that says some other (new) private equity firm "Party B" wants to join with the first interested party to make a bid for SIMO! Goldman says hurry the fuck up!
It sounds pretty wild. There was more than four interested buyers. It is in the deal prospectus on about page 79.
They discuss regulatory issues often, and seem concerned about them. |
