Status:  Clearance

Acquirer:  Dialog Semiconductor plc (UK)

Acquired:  Adesto Technologies Corporation (US)

Value:  Approx. US$500 million

Industry:  Semiconductors

Circuitboard or semiconductorUPDATE:  On June 29, 2020, Dialog Semiconductor plc, a company incorporated in England and Wales, completed the merger by and among Dialog Semiconductor plc, the Adesto Technologies Corp. and Azara Acquisition Corp., a wholly owned direct or indirect subsidiary of Dialog. (Adesto Technologies Corp. Form S-8 POS, Jun. 29, 2020, SEC Filing.)  CFIUS approval is a condition for completing the merger.  (Agreement and Plan of Merger, Section 6.6(b), Adesto Technologies Corp. Form 8-K, Ex-2.1, Feb. 20, 2020, SEC Filing.)

Posted on May 7, 2020

Status: Pending

On February 20, 2020, Adesto Technologies Corporation, a Santa Clara, California based semiconductor company, entered into a merger agreement whereby it would merge into a wholly owned subsidiary of Dialog Semiconductor plc, a semiconductor company incorporated in England and Wales, and Adesto Technologies Corporation “will become a wholly owned direct or indirect subsidiary of [Dialog Semiconductor plc].”  (Adesto Technologies Corp. Form 8-K, Feb. 20, 2020, SEC Filing.)  “Adesto accelerates Dialog’s expansion into the growing IIoT market that enables smart buildings and industrial automation (Industry 4.0), seamlessly driving cloud connectivity.”  (Press Release, Adesto Technologies Corp. Form 8-K, Ex-99.1, Feb. 20, 2020, SEC Filing.)  CFIUS approval is a condition for completing the merger.  (Agreement and Plan of Merger, Section 6.6(b), Adesto Technologies Corp. Form 8-K, Ex-2.1, Feb. 20, 2020, SEC Filing.)  “On April 8, 2020, the Company and Dialog submitted a joint voluntary notice for review by the Committee on Foreign Investment in the United States (“CFIUS”), which CFIUS accepted for review by letter dated May 5, 2020.  In that letter, CFIUS confirmed that May 5, 2020 is the first day of the initial 45-day review period.  The consummation of the merger pursuant to the Merger Agreement remains subject to the receipt of CFIUS clearance, as well as other customary closing conditions.” (Adesto Technologies Corp. Form 8-K, May 6, 2020, SEC Filing.)

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