Murata Electronics North America, Inc., a wholly owned subsidiary
of Murata Manufacturing Co., Ltd., and Resonant Inc.
(Resonant) (NASDAQ: RESN) today announced that they have entered
into a definitive agreement under which Murata will acquire all
outstanding shares of Resonant not owned by Murata for $4.50 per
share in cash. Resonant is a leader in transforming the way radio
frequency (RF) front-ends are being designed and delivered for
mobile handset and wireless devices. The combination will allow
both companies to expand their offerings and to access additional
markets and customers. Resonant will become a wholly owned
subsidiary of Murata and continue with its innovative development
designed to solve some of the world’s toughest RF challenges.
“This acquisition will combine Murata’s
world-leading mobile RF product capabilities with Resonant’s
best-in-class XBAR filter solutions and world-class team of
talented engineers,” said Norio Nakajima, President of Murata.
“Resonant invented its proprietary XBAR technology, which is
expected to achieve higher frequency and superior performance to
other filter technologies. We have collaborated closely with
Resonant for many years on the development of proprietary circuit
designs using Resonant’s XBAR technology, and Resonant licensed to
Murata rights for products in multiple specific radio frequencies
in connection with our commercial partnership. We are confident
Resonant’s innovation is a key strategic differentiator for the
mobile industry. This transaction will deepen our existing
partnership and position us to better meet our customers’ needs and
expand opportunities for Murata.”
“Murata is a global leader in RF modules and
filters, and we are excited to build upon the successful
partnership we’ve had together. The combination of Murata’s leading
products with Resonant’s leading edge XBAR filter technologies will
advance our combined ability to deliver best-in-class products to
the RF front-end market,” said George B. Holmes, Chairman and CEO
of Resonant. “As part of the Murata team, we are looking forward to
accelerating the integration of our XBAR technology into the Murata
RF roadmap and delivering solutions with optimum RF performance. We
have tremendous respect for Murata and look forward to
accomplishing great things together.”
“We believe this acquisition will enhance
Murata’s advanced RF front-end capabilities and the world’s best
filtering technology in the 3~9GHz frequency range, key areas for
the growing integration of mobile technologies. The radio
requirements of smartphones and other wireless devices continue to
grow more complex. XBAR filter technology delivers the ability to
solve the complexities created by these next generation network
requirements. Murata and Resonant will provide a strong portfolio
of Intellectual Property Rights covering the entire XBAR
technology,” concluded Nakajima.
The transaction, which has been approved by both
companies’ boards of directors, is expected to close by the end of
March 2022, subject to the tender of a majority of Resonant’s
shares, certain regulatory approvals and other customary closing
conditions.
Centerview Partners LLC served as lead financial
advisor to Resonant. Stifel also served as financial advisor to
Resonant. Stubbs Alderton & Markiles, LLP and Proskauer Rose
LLP served as legal advisors to Resonant.
Mizuho Securities Co., Ltd. served as exclusive
financial advisor to Murata. Gibson, Dunn & Crutcher LLP,
Covington & Burling LLP and Akin Gump Strauss Hauer & Feld
LLP served as legal advisors to Murata.
Additional Information about the
Acquisition and Where to Find It
In connection with the proposed acquisition,
Murata Electronics North America, Inc. (Murata Electronics) will
commence a tender offer for the outstanding shares of Resonant. The
tender offer has not yet commenced. This document is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares of Resonant, nor is it a
substitute for the tender offer materials that Murata Electronics
and its acquisition subsidiary will file with the SEC upon
commencement of the tender offer. At the time the tender offer is
commenced, Murata Electronics and its acquisition subsidiary will
file tender offer materials on Schedule TO, and Resonant will file
a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender
offer. The tender offer materials (including an Offer to Purchase,
a related Letter of Transmittal and certain other tender offer
documents) and the Solicitation/Recommendation Statement will
contain important information. Holders of shares of Resonant common
stock are urged to read these documents carefully when they become
available (as each may be amended or supplemented from time to
time) because they will contain important information that holders
of shares of Resonant common stock should consider before making
any decision regarding tendering their shares. The Offer to
Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation
Statement, will be made available to all holders of shares of
Resonant at no expense to them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for
free at the SEC’s website at www.sec.gov.
In addition to the Offer to Purchase, the
related Letter of Transmittal and certain other tender offer
documents, as well as the Solicitation/Recommendation Statement,
Resonant files annual, quarterly and special reports and other
information with the SEC, which are available at the website
maintained by the SEC at http://www.sec.gov.
Cautionary Notice Regarding
Forward-Looking Statements
This document contains “forward-looking
statements” relating to the acquisition of Resonant by Murata. In
some cases, forward-looking statements may be identified by
terminology such as “believe,” “may,” “will,” “should,” “predict,”
“goal,” “strategy,” “potentially,” “estimate,” “continue,”
“anticipate,” “intend,” “could,” “would,” “project,” “plan,”
“expect,” “seek” and similar expressions and variations thereof.
These words are intended to identify forward-looking statements.
Murata and Resonant have based these forward-looking statements on
current expectations and projections about future events and trends
that they believe may affect the financial condition, results of
operations, business strategy, short-term and long-term business
operations and objectives and financial needs of Murata and
Resonant. Forward-looking statements are subject to significant
known and unknown risks and uncertainties that may cause actual
results, performance or achievements in future periods to differ
materially from those assumed, projected or contemplated in the
forward-looking statements, including, but not limited to, the
following factors: the ability of Murata and Resonant to complete
the transactions contemplated by the merger agreement dated
February 14, 2022 (the Merger Agreement) in the anticipated
timeframe or at all, including the parties’ ability to satisfy the
conditions to the consummation of the offer contemplated thereby
and the other conditions set forth in the Merger Agreement, the
potential effects of the acquisition on Resonant, the participation
of third parties in the consummation of the transaction and the
combined company, the risk that stockholder litigation in
connection with the transaction may result in significant costs of
defense, indemnification and liability, uncertainties as to how
many of Resonant’s stockholders will tender their shares in the
offer, the risk that competing offers or acquisition proposals will
be made, and other risks and uncertainties, including those set
forth in the “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” sections
of Resonant’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2020 and Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, which are on file with the Securities and
Exchange Commission (the “SEC”) and available on the SEC’s website
at www.sec.gov. The information contained in this document is
provided only as of the date hereof, and no party undertakes any
obligation to revise or update any forward-looking statements to
reflect events or circumstances after the date hereof, except as
required by law.
Investor Relations Contact:Greg
Falesnik or Brooks HamiltonMZ Group - MZ North America(949)
546-6326RESN@mzgroup.us
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