Investigation Overview
Bluetooth chip designer CSR plc and SiRF Technology Holdings, Inc., a designer of global positioning system chips, announced a plan to merge in an exchange of stock. Under the terms of the agreement, SiRF stockholders will receive 0.741 of a CSR share for each share of SiRF common stock they own or $2.06 of CSR stock for each SiRF share, a total value of $136 million.
An investigation on behalf of SiRF Technology Holdings, Inc (NASDAQ: SIRF) investors concerning possible breaches of fiduciary duty and other violations of state law by the board of directors of SiRF Technology Holdings Inc., so a press release, arising out of their attempt to sell the SiRF to CSR plc was announced.
According to the investigation by a law firm the transaction is unfair, given that, among other things, SIRF shares traded above $3.00 per share as recently as August 2008, SiRF Technology Holdings, Inc has over $100 million in cash, or more than $1.60 per share, and has a book value of more than $2.60 per share. SiRF stock was trading at over $7.00 a share and as recently as September 2008, SiRF stock traded at over $2.50 a share.The combined company could become one of the top ten fabless chip designers with nearly a billion dollars in revenue. The news about the proposed merger comes less than a month after a U.S. trade panel ruled that SiRF infringed on three of Broadcom's GPS patents and barred SiRF imports of the products.
The boards of both companies unanimously approved the deal, which is expected to close in the second quarter of 2009. When the transaction closes, SiRF stockholders will own approximately 27 percent of the merged companies and CSR shareholders are expected to own approximately 73 percent.