Microsemi and Zarlink have entered into a Support Agreement pursuant to which Microsemi, through a wholly-owned subsidiary, will amend its existing offers to increase the price offered for all of the issued and outstanding common shares and 6% unsecured, subordinated convertible debentures maturing September 30, 2012 of Zarlink by 19% to CAD$3.98 in cash per Share and CAD$1,624.49 in cash per CAD$1,000 principal amount of Debentures plus accrued and unpaid interest to the date Debentures are taken up.
The total transaction value is approximately US $525 million, net of Zarlink's cash which is currently US $ 107M. The Support Agreement entered into by Zarlink and Microsemi contains, among other things, a CAD$25 million break fee payable by Zarlink in certain circumstances, including the acceptance of an unsolicited superior proposal from a third party.