Integrated circuit maker Intellon Corp. (ITLN), said Friday its stockholders approved and adopted a definitive merger agreement with chip-maker Atheros Communications, Inc. (ATHR) at a special meeting on December 11.
As per the merger agreement of September, Atheros would acquire Intellon in a stock and cash transaction valued at about $244 million. The transaction values Intellon at $7.30 per share based on the five-day average closing price of Atheros Communications as of September 4, 2009.
As part of the transaction, Intellon shareholders can choose either to recive stock and cash consideration of approximately 0.135 shares of Atheros Communications common stock and approximately $3.60 in cash or total cash consideration of $7.30 in cash or can elect to receive approximately 0.267 shares of Atheros Communications common stock, for each share of Intellon common stock.
Atheros expects to issue approximately 4.2 to 5.1 million shares of its common stock and equivalents and pay about $115 to $141 million in cash, depending on the overall elections that are made pursuant to the terms of the definitive agreement.
The special shareholder meeting approved the merger by more than 77% of the shares outstanding and more than 99% of the shares voting on the proposal. The transaction is expected to close as soon as practicable following the satisfaction or waiver of all of the conditions to closing.
Orlando, Florida-based Intellon was founded in 1989 and is a provider of powerline communications, including HomePlug compliant and other powerline integrated circuits for home networking, networked entertainment, BPL access, Ethernet-over-Coax, smart grid management and other commercial applications.
Atheros believes the planned acquisition is another significant step towards its goal of enabling the best connectivity experiences across the networking, computing and mobile device markets. With the combination of its best-in-class wireless LAN and Ethernet products and Intellon's powerline integrated circuit products, Atheros expects to further drive the adoption of universal, easy-to-use, networking solutions throughout the digital home.
Friday, ITLN closed at $7.35, up $0.03 or 0.41%, on the Nasdaq and ATHR closed at $31.04, down $0.29 or 0.93% on the Nasdaq.
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