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SLAB > SEC Filings for SLAB > Form 8-K on 1-Jul-2013All Recent SEC Filings




Completion of Acquisition or Disposition of Assets, Financial Statements

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 1, 2013, Silicon Laboratories International Pte. Ltd. ("Silicon Laboratories International"), the Singapore subsidiary of Silicon Laboratories Inc. ("Silicon Laboratories") completed the acquisition of Energy Micro AS ("Energy Micro") 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 Share Purchase Agreement (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).

The acquisition was completed pursuant to the terms of the Purchase Agreement dated June 6, 2013, a copy of which was filed as an exhibit to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2013 and is incorporated herein by reference. The foregoing description of the transaction is qualified in its entirety by the full text of the Purchase Agreement.

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. (filed as Exhibit 2.1 to the Form 8-K filed on
              June 7, 2013)

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