Dialog Semiconductor Plc (XTRA:DLG) signed a definitive agreement to acquire Adesto Technologies Corporation (NasdaqCM:IOTS) for approximately $410 million on February 20, 2020. Under the terms of the deal, Dialog will acquire Adesto for $12.55 per share in cash. All the securities holders of Adesto Technologies Corporation will be entitled to receive the merger consideration. The deal will be funded from Dialog's balance sheet, which at the end of December 2019 had over $1 billion in cash. Upon closing, Adesto Technologies Corporation shall cease to be a publicly traded company and operate as a subsidiary of Dialog Semiconductor Plc. Adesto will be required to pay a termination fee of $15.76 million in cash if the transaction is terminated and Dialog Semiconductor will be required to pay to a termination fee of $15.76 million in cash if the merger is not consummated due to a failure to obtain CFIUS Approval prior to August 20, 2020.

The transaction is subject to the satisfaction or waiver of customary closing conditions, including the adoption of the agreement by the holders of a majority of Adesto's outstanding Shares, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the clearance of the merger by the Committee on Foreign Investment in the United States (“CFIUS Approval”), the absence of any order or other legal restraint or injunction preventing the consummation of the merger and the absence of any law making the consummation of the merger illegal, in any case, by any court or governmental entity having jurisdiction over the parties to the merger, the absence of certain legal proceedings brought by certain governmental entities relating to the Merger, the accuracy of Adesto's representations and warranties, subject to specified materiality qualifications, the performance of Adesto's obligations and covenants under the agreement in all material respects and the absence of a material adverse effect. The transaction is not subject to a financing condition. The Board of Directors of Adesto has unanimously approved the transaction and recommends that Adesto stockholders vote in favor of the transaction, and Directors and executive officers of Adesto have agreed to vote the shares in favor of the transaction. The transaction is also approved by the Board of Dialog Semiconductor. As of April 14, 2020, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired. As of May 5, 2020, Adesto shareholders approved the transaction. As of June 22, 2020, the Committee on Foreign Investment in the United States completed its review of the pending acquisition and determined that there are no unresolved national security concerns with respect to the proposed transaction. The transaction is expected to close in the third quarter of 2020. As of June 22, 2020, the parties expect the transaction to close on June 29, 2020. The transaction is expected to be EPS accretive for Dialog within the first calendar year following close.

Keith Flaum and Christopher R. Moore of Hogan Lovells US LLP acted as legal advisors, while BMO Capital Markets acted as financial advisor for Dialog. Mark Leahy, Nicholas Dumont, Sullivan Berthier, Scott Spector, Gerald Audant, Nicholas Frey, Stephen Gillespie, Mark Ostrau, William Skinner, Julia Ushakova-Stein and David Michaels of Fenwick & West LLP acted as legal advisor to Adesto. Cowen & Company, LLC acted as financial advisor and fairness opinion provider for Adesto. D.F. King & Co., Inc. acted as proxy solicitor for Adesto Technologies Corporation. D.F. King & Co., Inc. will be paid a fee of approximately $12,500. Cowen will be entitled to receive a transaction fee of approximately $6.1 million, $0.5 million of which became payable upon Cowen informing the Board that it was prepared to render its opinion and the balance of which is contingent upon the consummation of the merger. Covington & BurlingCovington & Burling acted as counsel to Cowen & Company, LLC.

Dialog Semiconductor Plc (XTRA:DLG) completed the acquisition of Adesto Technologies Corporation (NasdaqCM:IOTS) on June 29, 2020. At the effective time of closing, each stock options to purchase shares of Adesto was canceled and converted into the right to receive an amount in cash equal to the product of (A) the excess of (x) the merger consideration over (y) the exercise price per share of Adesto common stock subject to such Adesto option multiplied by (B) the total number of shares issuable upon the exercise of option; each restricted stock units with respect to shares of Adesto common stock was canceled and converted into a right to receive an amount in cash equal to the product of (A) the merger consideration multiplied by (B) the total number of shares of Adesto common stock subject to such Adesto restricted stock units; and each performance stock units with respect to shares of Adesto common stock was canceled and converted into the right to receive an amount in cash equal to the product of (A) the merger consideration multiplied by (B) the total number of shares of Adesto common stock subject to the Adesto performance stock units. At the effective time of the merger, each of Nelson Chan, Narbeh Derhacobian, Hervé Fages, Francis Lee, Kevin Palatnik and Susan Uthayakumar resigned from the position as a member of the Adesto's Board of Directors, and each committee thereof, and the Directors of merger sub immediately prior to the effective time became the Directors of the Adesto, and all of the Adesto's officers voluntarily resigned and ceased to be officers and the officers of merger sub immediately prior to the effective time became the officers of the Adesto. On June 29, 2020, in connection with the consummation of the merger, Dialog and Adesto notified the Nasdaq that the merger had consummated and requested that Nasdaq (x) suspend trading of the shares of Adesto prior to market open on June 29, 2020 and to delist and deregister the shares.