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SLAB > SEC Filings for SLAB > Form 8-K on 7-Jun-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Financial Statements and Exh

Item 1.01. Entry into a Material Definitive Agreement

On June 6, 2013, Silicon Laboratories International Pte. Ltd. ("Silicon Laboratories International"), the Singapore subsidiary of Silicon Laboratories Inc., and Energy AS, a Norwegian limited liability holding company, entered into a Share Purchase Agreement (the "Purchase Agreement") pursuant to which Energy Micro AS ("Energy Micro"), a Norwegian limited liability operating company, would become a wholly-owned subsidiary of Silicon Laboratories International. Silicon Laboratories Inc. is also a party to the Share Purchase Agreement to guarantee Silicon Laboratories International's performance of its obligations thereunder. Energy Micro is a late-stage private company offering a power-efficient portfolio of 32-bit microcontrollers and developing multi-protocol wireless RF solutions based on ARMŽ Cortex-M architecture.

Under the terms of the Purchase Agreement, Silicon Laboratories International will acquire all of the outstanding capital stock of Energy Micro in exchange for initial cash consideration of $115.0 million plus an amount equal to the sum of Energy Micro's current assets minus the sum of (a) current liabilities and
(b) debt as of the closing date. The Purchase Agreement also provides for deferred consideration with a fair value of approximately $22 million at June 6, 2013 to be paid out over 4 years. The Purchase Agreement also provides for additional consideration of up to approximately $33.3 million (the "Earn-Out") that is payable based on the extent to which the annual revenue growth rate from certain Energy Micro and Silicon Laboratories products (the "Earn-Out Products") exceeds 25% per year, over a five-year period from fiscal 2014 through 2018 (the "Earn-Out Period"). The Earn-Out is payable on an annual basis and in no event shall exceed $6,666,666 per year, unless revenue from the Earn-Out Products exceeds $400 million in a single fiscal year during the Earn-Out Period (in which case, the entire Earn-Out amount less any amounts previously paid will become payable). A portion of the Earn-Out is contingent on the continued employment of certain key employees for the three years following the closing date. Of the initial consideration, approximately $20.3 million will be withheld as security for breaches of representations and warranties and certain other expressly enumerated matters. This acquisition is subject to customary closing conditions.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated into this report by reference.

The press release announcing the Purchase Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                Description
    2.1       Share Purchase Agreement, dated June 6, 2013, by and between Silicon
              Laboratories International Pte. Ltd. and Energy AS and Silicon
              Laboratories Inc.

   99.1       Press release of Silicon Laboratories Inc. dated June 7, 2013
              entitled "Silicon Labs to Acquire Energy Micro, A Leader in Low Power
              ARM Cortex-Based Microcontrollers and Radios"

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