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Actions Semiconductor (ACTS) Announces 48M Ordinary Share 'Dutch Auction' Tender

August 24, 2015 7:32 AM EDT

Actions Semiconductor (NASDAQ: ACTS) announced that it is commencing a self "Dutch auction" tender offer today to purchase for cash up to 48,000,000 of its issued and outstanding ordinary shares, which represents approximately 13.7% of Actions Semiconductor's currently outstanding ordinary shares, $0.000001 par value per share (the "Shares") (including Shares represented by American Depositary Shares (the "ADSs")), at a purchase price not greater than $21/60 per Share (or $2.10 per ADS) nor less than $18/60 per Share (or $1.80 per ADS). Under the terms of the tender offer, the Company will invite holders of Shares and ADSs (together, the "Securities") to tender their Securities at prices specified by such holders within such range of prices described further in the offer materials. The Company will select the lowest single per Share purchase price or per ADS purchase price, as applicable, that will allow it to buy up to 48,000,000 issued and outstanding Shares (including Shares represented by ADSs) at completion of the tender offer. The tender offer will expire at 5:00 p.m., Eastern Daylight Savings Time, on Tuesday, September 22, 2015, unless extended by the Company. Tenders of Securities must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer. The tender offer is subject to the terms and conditions described in the offer to purchase and the related materials being distributed to holders of the Securities and filed with the Securities and Exchange Commission (the "SEC").

Mr. David Lee, Chairman of the Company, noted that, "Over the last year, we successfully realigned our internal reporting structure and employee incentive program, and we continue to seek potential strategic alliance partners along the supply chain to help us expand our sales channels, enhance our technology base and create a larger ecosystem around our platform. We are also exploring the possibility of listing our subsidiaries on one of the exchanges in the Greater China region, which could in turn increase the valuation of our ADSs listed in the US, as well as other strategic initiatives to further increase our shareholder value."

"Although our ability to increase our revenue over the last few years has been limited, we have established a solid foundation to address the rapidly expanding Bluetooth, IoT and smart hardware markets in the future. We also continue to anticipate revenue growth in the second half of 2015, notwithstanding that, as everyone is aware, China's growth rate has slowed. We hope our potential expansion into these high growth markets, along with the tender offer, will serve to increase shareholder value and, in the meanwhile, provide holders of our Securities with sufficient liquidity to exit the market while maintaining a sufficient volume of traded shares for investors who continue to value our Company."

Neither Actions Semiconductor, its board of directors, dealer managers nor the information agent is making any recommendation to holders of the Securities as to whether to tender or refrain from tendering their Securities or as to the purchase price on any tender. Actions Semiconductor has been advised that none of its directors or executive officers intends to tender any Securities pursuant to the offer. The information agent for the tender offer will be Laurel Hill Advisory Group, LLC and the depositary for the tender offer will be Laurel Hill Advisory Group Company. Laurel Hill Securities, LLC and Imperial Capital, LLC will act as the dealer managers for this tender offer.



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