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Slaughter and May is advising CSR plc ('CSR') on a transaction with Samsung Electronics Co. Ltd ('Samsung') and an associated return of capital.
On 17 July 2012 CSR announced that it had entered into a conditional binding agreement with Samsung for the transfer of CSR's development operations in handset connectivity and location, including 310 people, together with certain rights over CSR's technology in these areas ('the Handset Operations') for US$310 million in cash (the 'Transaction'). The parties have entered into a transitional services agreement to assist with the transition of the Handset Operations to Samsung.
In addition, Samsung will invest US$34.4 million in return for new ordinary shares in CSR representing 4.9% of the current issued share capital of the company at a price of 223 pence per share on completion of the Transaction.
In addition, the Transaction involved complex IP licensing, with the grant to Samsung of a world-wide perpetual, royalty-free, non-exclusive license of the CSR's patents and other intellectual property rights in its connectivity and location products, and the transfer to Samsung of 21 U.S. patents, including their respective international counterparts, which will be licensed back to CSR in perpetuity on a royalty free basis.
Following completion of the Transaction, the Company intends to return up to US$285 million to holders of its ordinary shares and American Depositary Shares representing its ordinary shares.
The Transaction is conditional, amongst other things, upon obtaining certain Korean anti-trust and other regulatory clearances, the transfer of a minimum number of employees to Samsung and the approval of the Transaction by CSR's shareholders at a general meeting. Completion of the Transaction and the Return of Capital are expected to occur during the fourth quarter of 2012.
CSR is a leading global provider of personal wireless technology and its product portfolio covers Bluetooth, GNSS, FM and Wi-Fi. CSR offers developed hardware/software solutions based round its silicon platforms that incorporate fully integrated radio, baseband and microcontroller elements.
Wilson Sonsini Goodrich & Rosati advised CSR on U.S. law and Shin & Kim advised CSR on Korean law.
Corporate and Commercial: William Underhill (partner), Phil Jockelson (associate), James Odom (associate), James Ferrow (associate); IP/IT and Technology: Rob Sumroy (partner), Brett Sherrard (associate); Tax: Tony Beare (partner), George Mitchell (associate); Pensions and Employment: Roland Doughty (partner), Venna Sivapalan (associate); Real Estate: David Waterfield (partner), David Seymour (associate); Competition: Michael Rowe (partner), Anna Lyle-Smythe (associate), Kate Logan (associate), Natalie Yeung (associate)
Wilson Sonsini Goodrich & Rosati: Selwyn B. Goldberg (partner)
Shin & Kim: Seong Don Hwang (partner)
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