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By Liana B. Baker
June 15 (Reuters) - China-backed Canyon Bridge Capital Partners LLC disclosed on Monday it had refiled its proposed $1.3 billion acquisition of Lattice Semiconductor Corp with the Committee on Foreign Investment in the United States (CFIUS) for the second time.
This followed Canyon Bridge partner Ray Bingham’s resignation from two corporate boards, Cypress Semiconductor Corp and Oracle Corp, over claims of potential conflict of interest.
Here’s a look at the latest twist and turns in Canyon Bridge’s attempted acquisition of Lattice:
- February 2016: Lattice approaches Cypress Semiconductor Corp to gauge its interest in making an acquisition offer. Cypress declined.
- April 8, 2016: Financial advisers for China Reform Fund Management Co contact Lattice’s advisers to express interest in discussing “a strategic transaction involving Lattice.” - May 5, 2016: Lattice CEO Darin Billerbeck and the company’s financial adviser Morgan Stanley meet with Benjamin Chow, a representative of China Reform to discuss a potential deal. - August 2016: Ray Bingham meets Chow and discusses serving in an advisory role for a private equity fund. - August 2016: Lattice and China Reform discuss China Reform’s most recent deal proposal. During those talks, Chow states that, after discussions with China Reform, he was considering leaving China Reform to form a new private equity fund, which one of China Reform’s affiliates, CVC, had agreed to invest in. This fund eventually became Canyon Bridge. - September 2016: Chow informs Bingham that Canyon Bridge had received an initial $1.5 billion funding commitment, and that it was in active negotiations with a potential target in the United States.
- September 2016: Cypress turns down another opportunity to make an acquisition offer for Lattice. - October 2016: Cypress Semiconductor Corp executive chairman Ray Bingham reaches an understanding with Ben Chow about how they would work together. - November 2, 2016: Lattice’s board holds a meeting with its advisers where they discuss the proposed merger agreement at length, including the experience and reputations of Canyon Bridge’s co-founders, Bingham and Chow. Morgan Stanley informs Lattice that the $8.30 per share offer from Canyon Bridge is a fair price to the company’s shareholders. - November 3, 2016: Canyon Bridge’s $1.3 billion acquisition of Lattice is announced. Bingham is quoted in the press release as a co-founder of Canyon Bridge praising the transaction. Cypress first learns of Bingham’s status as a partner of Canyon Bridge from the press release.
- November 4, 2016: Cypress’ board holds a meeting where Bingham tells the board he is considering joining Canyon Bridge as a minority partner part-time. Cypress’ board finds no apparent conflict of interest for Bingham, but agrees to continue monitoring the situation.
- December 23, 2016: Bingham joins Canyon Bridge as a partner. His employment is backdated to October 18.
- January 27, 2017: T.J. Rodgers, founder and former CEO of Cypress, files a lawsuit against Bingham, alleging he had an “irreconcilable conflict of interest” in joining Canyon Bridge, which he says competes “head-to-head” with it.
- March 2017: Bingham resigns from Oracle’s board after being told to choose between the technology giant and Canyon Bridge. Oracle expressed concern Bingham’s relationship with Canyon Bridge could compromise Oracle’s business with the United States government, according to court documents. - March 24, 2017: Lattice and Canyon Bridge refile their CFIUS application, seeking more time to secure U.S. approval of the deal with CFIUS beyond the standard period of 75 days.
- June 9, 2017: After the 75 days lapsed from its previous CFIUS application, Lattice and Canyon Bridge agree to refile their CFIUS application for the second time. They extend their merger agreement from August 1 to September 30, to allow more time for the deal to be approved.
- June 11, 2017: Bingham resigns from Cypress’ board.
Sources unless otherwise specified: Lattice’s proxy statement to shareholders, Cypress proxy statement and supplements, court documents from Delaware’s Court of Chancery. (Reporting by Liana B. Baker in San Francisco)