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MSPD > SEC Filings for MSPD > Form 8-K on 17-Dec-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Other Events, Financial S

Item 1.01 Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On December 15, 2013, Mindspeed Technologies, Inc., a Delaware corporation ("Mindspeed"), Mindspeed Technologies U.K., Limited, a wholly owned subsidiary of Mindspeed, and Intel Corporation, a Delaware corporation ("Intel"), entered into an asset purchase agreement (the "Asset Purchase Agreement").

Pursuant to the terms of the Asset Purchase Agreement, Mindspeed has agreed to sell its wireless infrastructure business unit to Intel, including certain patents, patent applications, trademarks and other intellectual property, certain license agreements and other contracts, equipment, supplies, and inventories. The purchase price for the wireless infrastructure business unit is $12.0 million less certain adjustments, including a substantial holdback. This asset sale was contemplated by the agreement and plan of merger with M/A-COM Technology Solutions Holdings, Inc. ("MACOM") (Nasdaq: MTSI) and Micro Merger Sub, Inc., a wholly-owned subsidiary of MACOM, announced on November 5, 2013 (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, Mindspeed stockholders will not receive any additional financial consideration from this transaction.

The Asset Purchase Agreement contains customary representations, warranties and covenants of the parties. In addition, the closing of the transactions contemplated by the Asset Purchase Agreement is subject to customary closing conditions, including third party consents and certain wireless-related employees of Mindspeed accepting offers of employment with Intel. Mindspeed offers no assurances that the conditions to closing will be met or that the transactions contemplated by the Asset Purchase Agreement will be completed.

Item 8.01 Other Events.

On December 16, 2013, Mindspeed issued a press release announcing that it had entered into the Asset Purchase Agreement with Intel. A copy of the press release is attached hereto as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

No. Description

99.1 Press Release of Mindspeed Technologies, Inc., dated December 16, 2013.

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