Mindspeed Announces Filing of Form 12B-25
12 Diciembre 2013 - 3:20PM
Mindspeed Technologies, Inc. (Nasdaq:MSPD), a leading supplier of
semiconductor solutions for network infrastructure applications,
today announced that it has filed a Notification of Late Filing, or
Form 12b-25, with the Securities and Exchange Commission with
regard to its Annual Report on Form 10-K for the fiscal year ended
September 27, 2013 (the "Annual Report").
Additional time is needed because Mindspeed experienced a
disruption in its normal closing process for the quarter ended
September 27, 2013 as a result of Mindspeed's negotiation and
announcement of a definitive merger agreement with M/A-COM
Technology Solutions Holdings, Inc. ("MACOM") and Micro Merger Sub,
Inc., a wholly-owned subsidiary of MACOM, and the tender offer
associated therewith; Mindspeed's filings of a
recommendation/solicitation statement and associated amendments on
Schedule 14d-9 with the Securities and Exchange Commission; and
Mindspeed's previously announced negotiations with respect to a
divestiture of its wireless infrastructure business unit. Active
negotiations and financial diligence relating to the transaction
with MACOM and the proposed divestiture began in September 2013, as
Mindspeed's fiscal year was ending, and continued into the closing
period. Substantial additional activity relating to these
transactions continued through the deadline for the Annual
Report. The quantity and complexity of matters relating to
these transactions required substantial management time and
attention and resulted in a delay in Mindspeed's preparation of its
financial statements and other documentation relating to the Annual
Report. Accordingly, Mindspeed is unable to file its Annual Report
by the prescribed due date without unreasonable effort or
expense. Mindspeed expects to file the Annual Report within
the extension period of fifteen calendar days provided under Rule
12b-25 of the Securities Exchange Act of 1934, as amended.
Mindspeed does not expect any adjustments to its financial
results for the fourth quarter and fiscal year ended September 27,
2013, as previously announced on November 5, 2013, or any other
prior period, as a result of the foregoing.
About Mindspeed Technologies
Mindspeed Technologies (Nasdaq:MSPD) is a leading provider of
network infrastructure semiconductor solutions to the
communications industry. The Company's low-power system-on-chip
(SoC) products are helping to drive video, voice and data
applications in worldwide fiber-optic networks and enable advanced
processing for 3G and long-term evolution (LTE) mobile networks.
The Company's high-performance analog products are used in a
variety of optical, enterprise, industrial and video transport
systems. Mindspeed's products are sold to original equipment
manufacturers (OEMs) around the globe.
Forward-Looking Statements
This press release contains forward-looking statements based on
Mindspeed's beliefs and assumptions and on information currently
available to our management. Forward-looking statements include, in
addition to statements relating to Mindspeed's business, financial
results and prospects, statements concerning the transaction with
MACOM; the potential for the divestiture of Mindspeed's wireless
business; and Mindspeed's intention to file its Annual Report for
the fiscal year ended September 27, 2013. Forward-looking
statements include all statements that are not historical facts and
generally may be identified by terms such as "anticipates,"
"believes," "could," "estimates," "expects," "intends," "may,"
"plans," "potential," "predicts," "projects," "seeks," "should,"
"will," "would" or similar expressions and the negatives of those
terms.
Forward-looking statements contained in this press release
reflect Mindspeed's current views about future events and are
subject to risks, uncertainties, assumptions and changes in
circumstances that may cause those events or our actual activities
or results to differ materially from those expressed in any
forward-looking statement. Although Mindspeed believes that the
expectations reflected in the forward-looking statements are
reasonable, it cannot and does not guarantee future events,
results, actions, levels of activity, performance or achievements.
For example, there can be no assurances with respect to either the
closing of the MACOM transaction, a divestiture of Mindspeed's
wireless business, or Mindspeed's ability to file its Annual Report
within the extension period of fifteen calendar days provided under
Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
Readers are cautioned not to place undue reliance on these
forward-looking statements. A number of important factors could
cause actual results to differ materially from those indicated by
the forward-looking statements, including, among others, the
potential that the tender offer will not be successfully completed;
the lack of a binding agreement with respect to the divestiture of
Mindspeed's wireless business to a proposed third party and the
risk that the divestiture may not be completed; matters arising in
connection with the parties' efforts to comply with and satisfy
closing conditions relating to the transaction; failure to achieve
expected synergies and other anticipated benefits of the
transaction; and other risks and uncertainties generally affecting
Mindspeed's business, including fluctuations in our operating
results and the potential for future operating losses; loss of or
diminished demand from one or more key distributors; our ability to
develop and introduce new products successfully; pricing pressures;
whether we continue to sustain losses and consume cash in our
operations; customer and employee uncertainty arising from the
announcement of the transaction with MACOM and the potential
divestiture of our wireless business; and the potential for
intellectual property or other litigation. Additional risks and
uncertainties that could cause our actual results to differ from
those set forth in any forward-looking statements are discussed in
more detail under the caption "Risk Factors" in our Annual Report
on Form 10-K for the fiscal year ended September 28, 2012, our most
recent Quarterly Report on Form 10-Q, and our future filings with
the Securities and Exchange Commission.
CONTACT: Mindspeed Investor Relations Contact:
Mindspeed Technologies, Inc.
Kevin Trosian
VP, Corporate Development and Investor Relations
+1 949.579.3111
Investor.Relations@Mindspeed.com
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