Status:  Withdraw and Refile (2nd time)

 

Acquirer:  Canyon Bridge Capital Partners, Inc. (US)

Acquired:  Lattice Semiconductor Corp. (US)

Value:  Approximately US$1.3 Billion

Industry:  Integrated Circuits; Semiconductors


UPDATE:  Lattice Semiconductor Corp. confirmed that “[o]n June 9, 2017, Lattice and Canyon Bridge Fund I, LP (“Canyon Bridge”) jointly withdrew and re-filed their joint voluntary notice to the Committee on Foreign Investment (“CFIUS”) …  to allow more time for review and discussion with CFIUS in connection with the proposed merger (the “Merger”) between Lattice and an indirect wholly-owned subsidiary of Canyon Bridge.” (Lattice Semiconductor Corp Form 8-K, Ex-99.1, Aug. 8, 2017, SEC Filing.)


Posted June 14, 2017

Status: Withdraw and Refile 

On June 9, 2017, Lattice Semiconductor Corporation, Canyon Bridge Acquisition Company, Inc., and Canyon Bridge Merger Sub, Inc. amended their merger agreement “pursuant to which the parties agreed to withdraw and re-file their joint voluntary notice to the Committee on Foreign Investment in the United States (CFIUS).” (Lattice Semiconductor Form 8-K, June 12, 2017, SEC Filing.) Under the amendment to the merger agreement, the parties agreed “to cause the joint voluntary notice submitted to CFIUS with respect to the transactions contemplated by the Agreement (CFIUS Case 17-006) to be withdrawn, as promptly as practicable, subject to an understanding that CFIUS will promptly initiate a new review of the transaction.”  (Amendment No. 1, Lattice Semiconductor Form 8-K, Ex-2.1, June 12, 2017, SEC Filing.)  The amendment also moved back the “outside date” for closing the transaction to September 30, 2017. (Id.).    The parties’ joint voluntary notice to CFIUS was submitted and accepted for review in January 2017, but had been withdrawn and refiled in March 2017.  (See previous blog posts on this matter below.)


Posted on March 31, 2017

Status: Withdraw and Refile

On Friday, March 24, 2017, Lattice Semiconductor Corporation announced, “Canyon Bridge Fund I, LP (“Canyon Bridge”) have jointly withdrawn and re-filed their joint voluntary notice to the Committee on Foreign Investment in the United States . . . to allow more time for review and discussion with CFIUS in connection with the proposed merger (the “Merger”) between Lattice and an indirect wholly-owned subsidiary of Canyon Bridge.”  (Lattice Semiconductor Corp., Form 8-K, Mar. 24, 2017, SEC Filing.)  Lattice and Canyon Bridge filed a final notice with CFIUS in late December 2016.  (See Lattice Semiconductor Corp., Schedule 14A, Dec. 28, 2016, SEC Filing.)  According to the recent announcement, “Lattice and Canyon Bridge have been actively engaged with CFIUS.”  .”  (Lattice Semiconductor Corp., Form 8-K, Mar. 24, 2017, SEC Filing.)   One public account of the refiling, citing to unnamed sources “familiar with the matter,” noted that another factor for the delay is the “vacancies left in senior positions at several government agencies more than two months after the inauguration of U.S. President Donald Trump [that] have reduced the panel’s capacity to review cases expeditiously.”  (Reuters, Exclusive: China-backed fund relaunches bid for U.S. chip deal approval – sources, Mar. 24, 2017.)  Lattice is also facing a shareholder lawsuit relating to the merger, file on January 9, 2017, Case No. 3:17-cv-00035 in the United States District Court for the District of Oregon.  (See Lattice Semiconductor Corp., Schedule 14A Proxy Statement, Jan. 27, 2017, SEC Filing.)


Posted on February 6, 2017

Status: Review

According to a recent securities filing on January 27, 2017, “[the parties have] filed a joint voluntary draft notice with CFIUS, have received comments from CFIUS staff on that draft notice, and have filed a joint voluntary final notice, which has been accepted, commencing the CFIUS review process.”  (Lattice Semiconductor Corp., Schedule 14A, Jan. 27, 2017, SEC Filing.)  The parties were awaiting acceptance of the filing by CFIUS in late December 2016.


Posted on January 5, 2017

On October 6, 2016, the parties’ representatives had “a meeting in Washington, D.C. with representatives of CFIUS to preview with CFIUS the potential transaction, including the parties involved.” (Lattice Semiconductor Corp., Schedule 14A, Dec. 28, 2016, SEC Filing.)

As of December 28, 2016, “[the parties] received comments from CFIUS staff on that draft notice, and have filed a joint voluntary final notice,” and are awaiting acceptance of the filing by CFIUS.  (Lattice Semiconductor Corp., Schedule 14A, Dec. 28, 2016, SEC Filing.)


Posted on December 13, 2016

Status: New Filing

During the week of December 5, “Canyon Bridge and Lattice jointly completed the pre-filing notification” with CFIUS and they are currently awaiting “CFIUS comment on the pre-filing,” after which they will submit a formal filing.  (Lattice Semiconductor Corp., Schedule 14A, Dec. 12, 2016, SEC Filing.)


Original Post on November 17, 2016:

Status: Upcoming/New Filing

On November 3, 2016,  Lattice Semiconductor Corporation, an Oregon based manufacturer of high-performance programmable logic devices, and Canyon Bridge Capital Partners, Inc., an investment fund based in Palo Alto, California, announced that Lattice Semiconductor entered into a merger agreement with Canyon Bridge Acquisition Company, Inc., whereby Lattice semiconductor will become a wholly owned subsidiary of Canyon Bridge for approximately US$1.3 billion.   (See Canyon Bridge Capital Partners Press Release, Nov. 3, 2016; Agreement and Plan of Merger in Lattice Semiconductor Form 8-K, Ex-2.1, Nov. 3, 2016.)  According to the agreement, the Committee on Foreign Investment in the United States (CFIUS) clearance is a condition to closing the transaction.  (See Agreement and Plan of Merger, Section 7.01(b)(iii), in Lattice Semiconductor Form 8-K, Ex-2.1, Nov. 3, 2016.)  Lattice Semiconductor “provides smart connectivity solutions powered by our low power FPGA, video ASSP, 60 GHz millimeter wave, and IP products to the consumer, communications, industrial, computing, and automotive markets worldwide.”  (See Canyon Bridge Capital Partners Press Release, Nov. 3, 2016.)  Canyon Bridge Capital Partners “is a newly formed, global private equity buyout fund, headquartered in Palo Alto, CA,” focused on technology companies.  (id.)  “Initial funding for Canyon Bridge comes from limited partners in China.” (id.)