MACOM Technology Solutions Holdings, Inc. (NASDAQ:MTSI) Files An 8-K Completion of Acquisition or Disposition of Assets

MACOM Technology Solutions Holdings, Inc. (NASDAQ:MTSI) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 9.01.Completion of Acquisition or Disposition of Assets.

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On May10, 2018, MACOM Japan Limited, a company established under the laws of Japan (“MACOM Japan”), completed the previously reported sale and transfer to CIG Shanghai Co., Ltd., a company established under the laws of PRC (the “Buyer”), of certain capital equipment, inventory and other assets associated with MACOM Japan’s long-range optical subassembly product line (the “LR4 Business”) and grant of a non-exclusive license to the Buyer with respect to related intellectual property, to the Asset Purchase and Intellectual Property License Agreement (the “Agreement”), dated April30, 2018, by and among the Buyer, MACOM Japan and MACOM Technology Solutions Holdings, Inc., a Delaware corporation (the “Company”) (solely with respect to Sections 2.5 and 12.16 thereof), as amended by an Amendment to Asset Purchase and Intellectual Property License Agreement, dated May10, 2018, by and among the Buyer and MACOM Japan (the “Amendment” and, together with the Agreement, the “APA”).

The APA provides that the Buyer will pay $5.0million to MACOM Japan within 30 days following the closing of the transactions contemplated by the APA, provide the Company with the opportunity to supply components and will pay MACOM Japan an additional estimated $5.0 million and $12.0 million for certain capital equipment and inventory, respectively, within 60 days following the closing of the transactions contemplated by the APA, subject to receipt of required government approvals.

The foregoing descriptions of the APA and the transactions contemplated thereby do not purport to be complete and are subject to and qualified in their entirety by reference to the full text of the Agreement and the Amendment, copies of which are filed as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The representations, warranties and covenants contained in the Agreement and the Amendment were made only for purposes of each such agreement and as of specific dates, are solely for the benefit of the parties to each such agreement, are not intended as statements of fact to be relied upon by shareholders or other security holders of MACOM, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to each such agreement, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information.

The unaudited pro forma condensed consolidated balance sheet as of March30, 2018 has been prepared to give effect to the disposition of certain assets and liabilities of the LR4 Business as if it had been consummated on March30, 2018. The unaudited pro forma condensed consolidated statement of operations for the six months ended March30, 2018 and the fiscal year ended September29, 2017 give effect to the disposition of certain assets and liabilities of the LR4 Business as if the sale had been consummated at the beginning of the earliest period presented. The unaudited pro forma condensed consolidated balance sheet as of March30, 2018 and the unaudited pro forma condensed consolidated statement of operations for the six months ended March30, 2018 and the fiscal year ended September29, 2017 are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits.

Exhibit

Number

Description

2.1 Asset Purchase and Intellectual Property License Agreement, dated as of April 30, 2018, by and among CIG Shanghai Co., Ltd., MACOM Japan Limited and MACOM Technology Solutions Holdings, Inc (solely with respect to Sections 2.5 and 12.16 thereof).*
2.2 Amendment to Asset Purchase and Intellectual Property License Agreement, dated as of May10, 2018, by and among MACOM Japan Limited and CIG Shanghai Co., Ltd.
99.1 Unaudited pro forma condensed consolidated balance sheet as of March 30, 2018 of MACOM Technology Solutions Holdings, Inc. and unaudited pro forma condensed consolidated statement of operations of MACOM Technology Solutions Holdings, Inc. for the six months ended March 30, 2018 and fiscal year ended September29, 2017.
* Schedules have been omitted to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.


MACOM Technology Solutions Holdings, Inc. Exhibit
EX-2.1 2 d271811dex21.htm EX-2.1 EX-2.1 EXHIBIT 2.1       ASSET PURCHASE AND INTELLECTUAL PROPERTY LICENSE AGREEMENT BY AND BETWEEN CIG SHANGHAI CO.,…
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About MACOM Technology Solutions Holdings, Inc. (NASDAQ:MTSI)

MACOM Technology Solutions Holdings, Inc. is a provider of high-performance analog semiconductor solutions that enable Internet applications, the cloud-connected applications economy, and the networked battlefield across the radio frequency (RF), microwave, millimeterwave and photonic spectrum. It has multiple design centers, silicon, gallium arsenide and indium phosphide fabrication, manufacturing, assembly and test, and operational facilities throughout North America, Europe, Asia and Australia. It also offers foundry services. It offered a portfolio of over 4,500 standard and custom devices, which include integrated circuits, multi-chip modules, power pallets and transistors, diodes, amplifiers, switches and switch limiters, passive and active components and complete subsystems, across more than 40 product lines serving three primary markets, as of September 30, 2016. The Company’s products are RF Power Products, Optoelectronics and Photonic Solutions, among others.

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