On April 5, 2011, NetLogic Microsystems, Inc. (“NetLogic”) completed the acquisition of Optichron, Inc. (“Optichron”), a privately-held, fabless semiconductor provider of 3G/4G LTE base station digital front-end processors. Pursuant to an Agreement and Plan of Merger, or merger agreement, dated March 20, 2011 by and among NetLogic, Alinghi Merger Corporation, formerly a wholly-owned subsidiary of NetLogic (“Merger Sub”), Optichron and David Liddle, as representative of Optichron’s stockholders, Merger Sub was merged with and into Optichron, and Optichron became a wholly-owned subsidiary of NetLogic. Shortly before the merger, NetLogic purchased all of the shares of Optichron common stock held by three employee-stockholders of Optichron pursuant to the terms of the Common Stock Purchase Agreements, or stock purchase agreements, dated March 20, 2011 by and among NetLogic, Merger Sub and the respective employee-stockholders. The terms of the merger agreement and the stock purchase agreements have previously been reported in a Current Report on Form 8-K filed by NetLogic with the Securities and Exchange Commission on March 22, 2011. Item 1.01 of that Current Report is incorporated herein by reference.
NetLogic delivered approximately $77.2 million cash consideration at closing for the merger and the stock purchases, of which approximately $9.6 million is being held in escrow for claims and expenses that may arise in the first 18 months following the closing.
NetLogic may also be required to pay additional cash consideration and shares of its common stock to the former Optichron stockholders as earn-out consideration pursuant to the merger agreement and stock purchase agreements. If the maximum earn-out is achieved, additional cash consideration of approximately $109 million would be payable by March 31, 2013, and additional consideration of approximately $12 million would be paid in shares of NetLogic’s common stock (valued at $40.68 per share, which is the approximate closing date value per share of NetLogic common stock) to the three employee-stockholders over a five-year period following the closing date, subject to their continued employment after the acquisition.
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Item 9.01
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Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired.
Financial statements of the acquired business will be included in an amendment to this Current Report on Form 8-K to be filed no later than June 21, 2011.
(b) Pro Forma Financial Information.
Pro forma financial information will be included in an amendment to this Current Report on Form 8-K to be filed no later than June 21, 2011.