Business Combinations

12 Months Ended

Oct. 02, 2015

Business Combinations [Abstract]

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

On August 1, 2014, the Company entered into a joint venture, referred to as FilterCo, with Panasonic with respect to the design, manufacture and sale of Panasonic’s SAW and TC SAW filter products. The Company acquired a controlling 66% interest in FilterCo for $148.5 million, subject to certain working capital adjustments with the right to acquire from Panasonic (the “purchase option”) the remaining 34% interest in FilterCo upon the second anniversary of the acquisition. As a result of the purchase option, the Company consolidates 100% of FilterCo’s operations. During the fiscal year ended October 2, 2015, Panasonic identified and contributed an additional $7.5 million of fixed assets related to filter production as well as additional employee related liabilities to FilterCo. The Company and Panasonic agreed upon these additional amounts during the fiscal year ended October 2, 2015, and accordingly the working capital adjustment was increased by $7.2 million, which resulted in the total fair value of net assets acquired for FilterCo increasing to $240.4 million. The Company finalized and paid Panasonic $18.1 million related to the working capital adjustment for the FilterCo acquisition during the fiscal year ended October 2, 2015.

On April 1, 2015, Panasonic formally transferred all applicable employees to FilterCo, including employee benefits such as their pension obligation and associated assets as discussed in Note 10, Employee Benefit Plans, Pensions and Other Retirement Benefits in these Notes to the Consolidated Financial Statements. The Company subsequently performed a valuation of the pension plan and finalized the purchase accounting, resulting in an increase in goodwill recognized in the transaction during the measurement period.

On May 22, 2015, the Company acquired 100% of Quantance Inc. (“Quantance”), for $6.6 million in cash and contingent consideration, subject to a working capital adjustment. The possible outcome of the total contingent consideration ranges from zero to $30.0 million and is based on the achievement of specific revenue goals over two twelve-month periods ending September 30, 2016, and September 30, 2017, respectively. The acquisition enhances the Company’s leadership position in front-end solutions by securing a rich portfolio of fundamental envelope-tracking and power efficiency patents. The acquisition had an immaterial impact on the Company’s consolidated balance sheet and results of operations and accordingly, the disclosures required per the business combination topic of the Accounting Standards Codification have been excluded from this Annual Report on Form 10-K.

Proposed Acquisition of PMC-Sierra

On October 5, 2015, the Company, and its newly formed, wholly owned subsidiary, Amherst Acquisition, Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PMC-Sierra, Inc. or PMC, providing for, subject to the terms and conditions of the Merger Agreement, the acquisition of PMC by the Company at a price of $10.50 per share in cash through the merger of Merger Sub into PMC (the “Merger”), with PMC surviving the Merger as a wholly owned subsidiary of the Company. On October 29, 2015, the Company and PMC entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”), which amended and restated in its entirety the Merger Agreement.

Pursuant to the Amended and Restated Merger Agreement, the Company and PMC agreed to amend the terms of the Merger Agreement to, among other things, increase the per-share Merger Consideration from $10.50 to $11.60 in cash. On November 23, 2015, PMC delivered to the Company a notice terminating the Amended and Restated Merger Agreement. On November 24, 2015, PMC paid the Company a termination fee of $88.5 million pursuant to the Amended and Restated Merger Agreement.