SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

  

 

FORM 6-K


______________________

 

Report of Foreign Private Issuer

______________________

 

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

 

 

For the month of August 2014

 

Commission File No. 000-51604

 

______________________

 

ACTIONS SEMICONDUCTOR CO., LTD.

______________________

 

No. 1, Ke Ji Si Road

Technology Innovation Coast of Hi-Tech Zone, Zhuhai

Guangdong, 519085

The People’s Republic of China

(86-756) 339-2353

______________________

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x              Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨              No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______________________.

 
 

Actions Semiconductor Co., Ltd. (the “Registrant”) is furnishing under cover of Form 6-K:

Press announcement dated August 15, 2014, relating to the Registrant’s financial results for the three months ended June 30, 2014.

Press announcement dated August 15, 2014 providing an operational update and details of initiatives approved by its board of directors.

Press announcement dated August 15, 2014 announcing intention to conduct Dutch Auction Tender Offer for its Ordinary Shares (including Ordinary Shares represented by American Depositary Shares).

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

ACTIONS SEMICONDUCTOR CO., LTD.

  By: /S/ Nigel Liu
 

Name: Nigel Liu

Title: Chief Financial Officer

 

 

 

Dated: August 15, 2014

 

 

 

 

 

 
 

 

EXHIBIT INDEX

 

Exhibit Description
Exhibit 99.1 Press announcement dated August 15, 2014 relating to the Registrant’s financial results for the three months ended June 30, 2014.
Exhibit 99.2 Press announcement dated August 15, 2014 providing an operational update and details of initiatives approved by its board of directors.
Exhibit 99.3 Press announcement dated August 15, 2014 announcing intention to conduct Dutch Auction Tender Offer for its Ordinary Shares (including Ordinary Shares represented by American Depositary Shares).

 

 

 

 


Exhibit 99.1

 

 

 

Actions Semiconductor Reports Second Quarter 2014 Results

 

ZHUHAI, China, August 15, 2014 -- Actions Semiconductor Co., Ltd. (Nasdaq: ACTS) (“Actions Semiconductor” or “the Company”), one of China's leading fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer electronics, today reported its financial results for the second quarter ended June 30, 2014.

 

All financial results are reported on a U.S. GAAP basis.

 

Revenue for the second quarter of 2014 was $12.0 million, as compared to revenue of $11.3 million for the first quarter of 2014, and $18.5 million for the second quarter of 2013.

 

Net loss attributable to Actions Semiconductor's shareholders for the second quarter of 2014 was $3.5 million or $0.050 per basic and diluted American Depositary Share ("ADS"). This compares to net loss attributable to Actions Semiconductor's shareholders of $5.5 million or $0.080 per basic and diluted ADS, for the first quarter of 2014, and net income attributable to Actions Semiconductor’s shareholders of $0.7 million or $0.010 per basic and diluted ADS, for the second quarter of 2013.

 

Actions Semiconductor reported gross margin of 18.4% for the second quarter of 2014, compared to gross margin of 23.1% for the first quarter of 2014, and 32.2% for the second quarter of 2013. The Company ended the second quarter with $189.5 million in cash and cash equivalents, together with time deposits, trading securities and marketable securities, current and non-current.

 

Since the share repurchase program commenced in 2007, the Company has invested approximately $53.0 million in repurchasing its shares. As of June 30, 2014, approximately 23.3 million ADSs were repurchased.

 

“Our second quarter performance reflects unfavorable dynamics in the worldwide tablet market. Overall growth in the tablet market has slowed much more quickly than anticipated and competition has become fiercer, with formidable players rapidly carving market shares in the white box tablet market and putting downward pressure on selling prices. The combination of soft sales and an inventory write-down which reduced gross margin by over 7% contributed to our loss for the quarter,” stated Dr. Zhenyu Zhou, CEO of Actions Semiconductor.

 

“We expect shipments to improve in the second half of the year, although conditions in the tablet market will remain difficult. We are now anticipating revenue in the second half of 2014 to be slightly below year ago levels with continued pressure on margin. Looking ahead, our recent investments in research and development put us in a strong position to take advantage of the industry-wide transition from 32-bit to 64-bit architecture at an early stage. We expect our future product enabled by 28nm process technology and 64-bit CPU for tablets and high-end OTT set-top boxes, along with our upcoming RF and audio processing integrated single chip SoC for Bluetooth boomboxes, will be key revenue drivers in the year ahead. We also plan to tailor our new 64-bit product for use in chrome books, an area which we believe holds additional growth potential. ”

 

“We are in the process of reorganizing our corporate structure, which will put us in a better position to monetize the vast intellectual property portfolio we have developed over the years, including entering into additional licensing contracts and joint venture agreements, provide greater clarity among our legal entities and give us an edge in the constant battle for engineering and management talent in China,” Dr. Zhou concluded.

 

 

Business Outlook

 

The following statements are based upon management's current expectations. These statements are forward-looking, and actual results may differ materially. The Company undertakes no obligation to update these statements.

 

 
 

 

Based on current market trends, the Company expects revenue in the third quarter of 2014 to be in the range of $13.0 to $15.0 million. The Company expects shipments to improve in the second half of 2014, although persistent, fierce competition in the tablet market will cause revenue in the second half of the year to be slightly below year ago levels.

 

Conference Call Details

 

Actions Semiconductor's second quarter of fiscal year 2014 teleconference and webcast is scheduled to begin at 8:00 a.m. Eastern Time, on Friday, August 15, 2014. To participate in the live call, analysts and investors should dial 1- 888-329-8893 (within U.S.) or 1-719-325-2362 (outside U.S.) at least ten minutes prior to the call. The conference ID number is 3075520. Actions Semiconductor will also offer a live and archived webcast of the conference call, accessible from the "Investor Relations" section of the Company's website at www.actions-semi.com. An audio replay of the call will be available to investors through August 25, 2014 by dialing 1-888-203-1112 (within U.S.) or 1-719-457-0820 (outside U.S.) and entering access code 3075520.

 

 

About Actions Semiconductor

 

Actions Semiconductor is one of China's leading fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer electronics. Actions Semiconductor products include SoCs, firmware, software, solution development kits, as well as detailed specifications of other required components. Actions Semiconductor also provides total product and technology solutions that allow customers to quickly introduce new portable consumer electronics to the mass market in a cost effective way. The Company is headquartered in Zhuhai, China, with offices in Shanghai and Shenzhen. For more information, please visit the Actions Semiconductor website at http://www.actions-semi.com.

 

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

 

Statements contained in this release that are not historical facts are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements concerning the outlook for its new product enabled by 28nm process technology and 64-bit CPU for tablets and high-end OTT set-top boxes and new RF and audio processing integrated single chip SoC for Bluetooth boomboxes, growth potential for chrome book applications, customer acceptance of the Actions Semiconductor’s new products and corresponding increases in market share, Actions Semiconductor's belief that it is positioned to capture some upside from these trends, the benefits to be achieved from its corporate restructuring and Actions Semiconductor's future expectations with respect to revenue. Actions Semiconductor uses words like "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are estimates reflecting current assumptions, expectations and projections about future events and involve significant risks, both known and unknown, uncertainties and other factors that may cause Actions Semiconductor's actual performance, financial condition or results of operations to be materially different from those suggested by the forward-looking statements including, among others, customers' cancellation or modification of their orders; our failure to accurately forecast demand for our products; the loss of, or a significant reduction in orders from, any of our significant customers; fluctuations in our operating results; our inability to develop and sell new products; defects in or failures of our products; the expense and uncertainty involved in our customer design-win efforts; the financial viability of the distributors of our products; consumer demand; worldwide economic and political conditions; fluctuations in our costs to manufacture our products; our reliance on third parties to manufacture, test, assemble and ship our products; our ability to retain and attract key personnel; our ability to compete with our competitors; and our ability to protect our intellectual property rights and not infringe the intellectual property rights of others. Other factors that may cause our actual results to differ from those set forth in the forward-looking statements contained in this press release and that may affect our prospects in general are described in our filings with the Securities and Exchange Commission, including our most recently filed Forms F-1, 20-F and 6-Ks. Other unknown or unpredictable factors also could have material adverse effects on Actions Semiconductor's future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Except as required by law, Actions Semiconductor undertakes no obligation and does not intend to update or revise any forward-looking statement to reflect subsequent events or changed assumptions or circumstances. 

 

Investor Contacts: 

Elaine Ketchmere, CFA Ally Xie, CA, CPA
Compass Investor Relations Actions Semiconductor
eketchmere@compass-ir.com investor.relations@actions-semi.com
+1-310-528-3031 +86-756-3392353*1018
   

 

 

 

 
 

  

ACTIONS SEMICONDUCTOR CO., LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands of U.S. dollars)

           

 

 

   At June 30,   At March 31,   At December 31, 
   2014   2014   2013 
   (unaudited)   (unaudited)   (audited) 
ASSETS               
Current assets:               
  Cash and cash equivalents   60,888    40,596    53,263 
  Time deposit   327    322    327 
  Restricted deposits   32,463    37,823    27,181 
  Marketable securities   79,664    124,509    126,607 
  Trading securities   74    73    74 
  Accounts receivable, net of allowance for doubtful accounts of $185, $23 and
      nil as of June 30, 2014, March 31, 2014 and December 31, 2013, respectively
   5,196    6,784    5,782 
  Amount due from a related party   737    725    1,301 
  Amount due from an equity method investee   43    42    38 
  Inventories, net of inventory written-down of $2,845, $1,965 and $1,558
      as of June 30, 2014, March 31, 2014 and December 31, 2013, respectively
   27,216    25,308    20,278 
  Prepaid expenses and other current assets   3,831    3,466    3,972 
  Income tax recoverable   85    46    67 
  Dividend receivable   425    -    - 
  Deferred tax assets   809    578    416 
Total current assets   211,758    240,272    239,306 
                
  Investments in equity method investees   26,992    17,779    17,843 
  Other investments   15,625    15,627    15,648 
  Marketable securities   16,067    16,099    17,139 
  Rental deposits   61    70    61 
  Property, plant and equipment, net   30,886    31,142    31,896 
  Land use right   1,530    1,542    1,588 
  Acquired intangible assets, net   19,115    10,862    12,218 
  Deposit paid for acquisition of intangible assets   489    380    145 
  Deferred tax assets   89    93    99 
TOTAL ASSETS   322,612    333,866    335,943 
                
LIABILITIES AND EQUITY               
Current liabilities:               
  Accounts payable   7,267    9,992    6,016 
  Accrued expenses and other current liabilities   9,521    5,024    6,127 
  Short-term bank loans   34,500    40,500    35,500 
  Other liabilities   1,698    1,331    1,362 
  Income tax payable   49    49    49 
  Deferred tax liabilities   339    417    343 
Total current liabilities   53,374    57,313    49,397 
                
Other liabilities   -    370    412 
Deferred tax liabilities   988    3,493    3,589 
Total liabilities   54,362    61,176    53,398 
Equity:               
 Ordinary shares   1    1    1 
 Additional paid-in capital   17,957    18,584    18,882 
 Accumulated other comprehensive income   36,327    36,672    40,734 
 Retained earnings   213,997    217,464    222,959 
Total Actions Semiconductor Co., Ltd. shareholders' equity   268,282    272,721    282,576 
Non-controlling interest   (32)   (31)   (31)
Total equity   268,250    272,690    282,545 
TOTAL LIABILITIES AND EQUITY   322,612    333,866    335,943 

 

 

 
 

 

ACTIONS SEMICONDUCTOR CO., LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in thousands of U.S. dollars, except number of shares and per share amounts)

 

 

 

                 
   Three months ended   Three months ended   Six months ended   Six months ended 
   June 30,   June 30,   June 30,   June 30, 
   2014   2013   2014   2013 
   (unaudited)   (unaudited)   (unaudited)   (unaudited) 
                     
Revenues:                    
  Third-parties:                    
   System-on-a-chip products   10,317    16,923    19,883    32,692 
   Semiconductor product testing services   27    35    54    52 
    10,344    16,958    19,937    32,744 
  Related-parties:                    
   System-on-a-chip products   1,631    1,559    3,350    2,188 
  Total revenues   11,975    18,517    23,287    34,932 
Cost of revenues:                    
  Third-parties:                    
   System-on-a-chip products   (8,411)   (11,446)   (15,862)   (21,509)
   Semiconductor product testing services   (9)   (13)   (27)   (18)
    (8,420)   (11,459)   (15,889)   (21,527)
  Related-parties:                    
   System-on-a-chip products   (1,356)   (1,090)   (2,583)   (1,489)
  Total cost of revenues   (9,776)   (12,549)   (18,472)   (23,016)
Gross profit   2,199    5,968    4,815    11,916 
Other operating income   150    78    629    152 
Operating expenses:                    
  Research and development   (6,614)   (7,340)   (13,390)   (13,362)
  General and administrative   (2,787)   (2,107)   (4,824)   (4,084)
  Selling and marketing   (634)   (501)   (1,018)   (996)
Total operating expenses   (10,035)   (9,948)   (19,232)   (18,442)
Loss from operations   (7,686)   (3,902)   (13,788)   (6,374)
Other income (expenses)   7    1,150    (2,497)   1,370 
Dividend income from an other investment   423    493    423    493 
Interest income   2,803    2,993    5,883    6,191 
Interest expense   (159)   (124)   (296)   (224)
(Loss) income before income taxes, equity in net   (4,612)   610    (10,275)   1,456 
  income (loss) of equity method investees                    
  and non-controlling interest                    
Income tax credit (expense)   941    255    1,106    (98)
Equity in net income (loss) of equity method investees   204    (186)   207    (259)
Net (loss) income   (3,467)   679    (8,962)   1,099 
Add: Net loss attributable to non-controlling interest   -    -    -    1 
Net (loss) income attributable to Actions Semiconductor Co., Ltd.   (3,467)   679    (8,962)   1,100 
                     
Net (loss) income attributable to Actions Semiconductor Co., Ltd.               
Basic (per share)   (0.008)   0.002    (0.022)   0.003 
Diluted (per share)   (0.008)   0.002    (0.022)   0.003 
                     
Basic (per ADS)   (0.050)   0.010    (0.130)   0.016 
Diluted (per ADS)   (0.050)   0.010    (0.130)   0.016 
                     
Weighted-average shares used in computation:                    
Basic   413,599,856    412,242,251    412,556,305    411,185,535 
Diluted   413,599,856    427,401,804    412,556,305    424,606,224 
                     
Weighted-average ADS used in computation :                    
Basic   68,933,309    68,707,042    68,759,384    68,530,923 
Diluted   68,933,309    71,233,634    68,759,384    70,767,704 
                     
Note: Share-based compensation recorded in each                    
expense classification above is as follows:                    
  Research and development   3    41    7    205 
  General and administrative   2    16    4    69 
  Selling and marketing   -    3    -    11 
  Cost of revenues   -    15    -    15 

 

 
 

 

ACTIONS SEMICONDUCTOR CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of U.S. dollars)

 

 

 

             
   Three months ended   Six months ended   Six months ended 
   June 30,   June 30,   June 30, 
   2014   2014   2013 
   (unaudited)   (unaudited)   (unaudited) 
Operating activities:               
Net (loss) income   (3,467)   (8,962)   1,099 
Adjustments to reconcile net (loss) income to net cash provided by               
  Operating activities:               
  Depreciation of property, plant and equipment   502    1,005    1,055 
  Allowance for doubtful accounts receivable   185    185    - 
  Amortization of land use right   9    18    18 
  Amortization of acquired intangible assets   1,223    2,361    1,709 
  Utilization of subsidy from local authorities of Zhuhai, the People's Republic of China ("PRC")   -    -    (59)
  Write down of inventories   1,287    1,287    583 
  (Gain) loss on disposal of property, plant and equipment   -    (3)   11 
  Loss on disposal of intangible assets   415    415    - 
  Share of net (gain) loss of equity method investees   (204)   (207)   259 
  Share-based compensation   5    11    300 
  Deferred taxes   (2,810)   (2,989)   78 
  Dividend income from an other investment   (423)   (423)   (493)
  Changes in operating assets and liabilities:               
    Accounts receivable   1,398    352    41 
    Amount due from a related party   (12)   564    (559)
    Amount due from an equity method investee   (1)   (5)   24 
    Inventories   (3,242)   (8,710)   (16,138)
    Prepaid expenses and other current assets   (371)   44    3,377 
    Income tax recoverable   (39)   (20)   (82)
    Accounts payable   (2,715)   1,343    10,780 
    Accrued expenses and other current liabilities   (148)   (1,380)   (3,350)
    Income tax payable   -    -    103 
    Rental deposit received (paid)   9    (2)   (9)
Net cash used in operating activities   (8,399)   (15,116)   (1,253)
                
Investing activities:               
  Investment in an equity method investee   (9,016)   (9,016)   (3,712)
  Proceeds from redemption of marketable securities   53,890    95,322    80,513 
  Purchase of marketable securities   (9,110)   (48,394)   (27,004)
  Proceeds from disposal of property, plant and equipment   1    19    - 
  Purchase of property, plant and equipment   (300)   (783)   (149)
  Purchase of intangible assets   (5,259)   (5,279)   (498)
  Decrease (increase) in restricted deposits   5,301    (5,720)   (5,296)
  Deposit paid for acquisition of intangible assets   (109)   (349)   - 
  Proceeds from disposal of intangible assets   -    24    - 
Net cash provided by investing activities   35,398    25,824    43,854 
                
Financing activities:               
  Advance subsidy from local authorities of Zhuhai, the PRC   -    -    290 
  Proceeds from exercise of share option and restricted stock unit   896    1,653    2,207 
  Repurchase of ordinary shares   (1,528)   (2,589)   (2,182)
  Raise of short-term bank loans   -    10,000    - 
  Repayment of short-term bank loans   (6,000)   (11,000)   - 
Net cash (used in) provided by financing activities   (6,632)   (1,936)   315 
                
Net increase in cash and cash equivalents   20,367    8,772    42,916 
                
Cash and cash equivalents at the beginning of the period   40,596    53,263    71,336 
                
Effect of exchange rate changes on cash   (75)   (1,147)   995 
Cash and cash equivalents at the end of the period   60,888    60,888    115,247 

 

 

 


Exhibit 99.2

 

 

 

 

 

 

Actions Semiconductor Issues Open Letter Detailing Latest Initiatives

 

 

 

ZHUHAI, China, August 15, 2014 -- Actions Semiconductor Co., Ltd. (Nasdaq: ACTS) (“Actions Semiconductor” or “the Company”), one of China's leading fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer electronics, is today providing an operational update and details of initiatives approved by its board of directors. 

 

 

 

 

Dear Shareholders,

 

I am pleased to provide an update on certain initiatives we are taking. Some have needed and received approval by our board of directors. In the interest of providing further transparency, we are furnishing this letter to our shareholders as a press release and on Form 6-K with the SEC and have made it available on our website.

 

Our Headway from PMP to the Tablet Business

 

Actions has had significant success in the portable media player (PMP) market, where we established ourselves as the major provider of an integrated system-on-a-chip (SoC) solution platform. That platform became the foundation of an ecosystem that encompasses over one thousand third-party application developers, value-added distributors, system integrators and brand name manufacturers in China. We succeeded by utilizing a low margin sales strategy that rapidly established a significant market share and attracted a growing number of developers to our ecosystem. Like many of the markets we target, success breeds success. If you have the leading system in the field, then third party developers find the highest return on their time from developing applications for your system rather than rival systems. Our dominant position also allowed us to better tailor our R&D efforts to meet the evolving needs of our customers. In this way, as our existing products began to experience lower selling prices, we launched newer, more advanced products at higher initial prices and margin to offset the decline in selling prices from the previous generation products brought about by the intense competition that exists in this and many of the world’s chip markets.

 

After seeing strong potential in the rapidly growing tablet market, we entered the tablet business by employing a similar low margin sales strategy to the one we employed in the PMP market. Once again this strategy has brought meaningful success in establishing our platform. Today, the tablet business accounts for the significant portion of our total revenues. However, due to intense competition and newly announced entrants in this market, we have not been able to increase our margins as quickly as we would like. Although the tablet market experienced rapid growth in 2012 and 2013, competition among industry players along the supply chain has kept prices low. To put this in perspective, we are seeing locally-branded 7-inch tablets in China retailing below US$50. Just as with the PMP market, in order for us to maintain or increase our market share, we have to call on all of our internal R&D resources and potentially enter into strategic alliances to expand our sales channels, gain additional technical know-how and license our technologies to more developers in order to foster the continuing adoption of our platform. Accordingly, we are undertaking a number of initiatives that we expect to keep us in the leading group of tablet chip developers.

 

Restructuring Our Subsidiaries

 

During the past few years, we have established several sales and research centers throughout greater China. Our primary concern was to locate our manufacturing and research centers in close proximity to engineering talent and our sales centers near our customers. As our business expanded from PMPs into tablets, this group structure has become increasingly complicated. As a result, we have decided to streamline our corporate structure both in terms of reporting lines and re-designated several sales and research entities under our principal operating entity, Actions (Zhuhai) Technology Co., Limited (“Actions Technology”).

 

The real results we hope for are more clarity of structure among our legal entities and success in the constant competition for engineering and management talent. We believe a more streamlined reporting line will provide our engineers with greater clarity of their goals and responsibilities as well as foster a more collaborative environment for engineers in different departments. As competition for talent increases, our engineers have also requested that their equity incentive plans reflect the performance of their individual departments and projects that they have worked on. Our new corporate structure will allow our management to keep better track of team and individual performance and issue incentives accordingly.

 

 
 

 

Set forth below is a diagram of our group structure after the restructuring:

 

 

 

  

Potential Strategic Alliances

 

We expect an additional effect of our unified corporate structure to be better management access to our product development and intellectual property portfolio assets, which, in turn, could also allow us to explore opportunities in packaged license deals, joint ventures and various forms of strategic alliances with other industry players. We note that joint research and development programs, cross holding of shares and board appointments have always been a development strategy among high-tech companies, including the recent collaboration between Intel and our competitor, Rockchip. While we are not entertaining a horizontal merger with a direct competitor at this time, our management has been tasked to seek potential strategic alliance partners along the supply chain that will help us expand our sales channels, enhance our technology base and create a larger ecosystem around our platform. Earlier today, we formally established a special committee, comprising solely of independent directors, to monitor and evaluate such options and proposals. Our new group structure that better reflects the purposes and functions of each subsidiary can also facilitate the formation of strategic alliances in the future.

 

 
 

 

Corporate Structure Options

 

We take our duty to maximize shareholder value seriously and are exploring a number of options to accomplish our strategic goals. One option involves dual listing on an Asian stock exchange, where the investors are more familiar with our market power in the PMP and tablet sectors and could give us a better valuation. Another option involves the listing of our subsidiaries, such as Actions Technology, in Asia, which could in turn increase the valuation of our ADSs listed in the US. We believe an equity incentive plan for Actions Technology will be necessary, as our employees will see their equity incentives tied to a subsidiary whose performance can more closely track their contributions and whose value is determined in an equity market with which they are familiar. While our management and directors have no current plan for a dual listing or to list any of our subsidiaries, and there are substantial legal obstacles to overcome, our special committee will actively evaluate listing options for us and our subsidiaries. Earlier today, our compensation committee approved the establishment of an option plan based on awarding the shares of Actions Technology to our employees. This option plan envisions awarding our employees up to 15% of the equity of Actions Technology over the next five years.

 

Capital Structure Options

 

As many of you know, optimizing our capital structure is an ongoing task of management and something about which I wrote in a recent comment letter. We always have the option to repurchase additional shares if we consider our cash position exceeds our foreseeable needs. At our 2014 annual general meeting, our shareholders approved a future repurchase program. On May 6, 2014, we increased our stock repurchase program from 30 million ADSs to 50 million ADSs. As of June 30, 2014, approximately 23.2 million ADSs have been repurchased under our current share buyback program. Concurrent with this press announcement, we are also formally announcing a self tender program. Please see our press release titled “Actions Semiconductor Announces Intention to Conduct Dutch Auction Tender Offer for Its Ordinary Shares (including Ordinary Shares represented by American Depositary Shares)” for the conditions and details of the self tender. 

 

In closing, I along with the rest of the board and management continue to be mindful of the business challenges we face and are determined to enhance our competitive position, improve our financial performance and maximize value for our shareholders. We remain confident in China’s future, and expect continued, rapid economic growth. Our management team, along with our highly talented staff in China, will continue to create next generation products to meet the ever changing needs of the domestic and global markets.  

 

Sincerely, 

  

Mr. Hsiang-Wei Lee
Chairman of the Board
Actions Semiconductor Co., Ltd.

 

  

 

 

 

 About Actions Semiconductor 

 

Actions Semiconductor is one of China's leading fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer electronics. Actions Semiconductor products include SoCs, firmware, software, solution development kits, as well as detailed specifications of other required components. Actions Semiconductor also provides total product and technology solutions that allow customers to quickly introduce new portable consumer electronics to the mass market in a cost effective way. The Company is headquartered in Zhuhai, China, with offices in Shanghai and Shenzhen. For more information, please visit the Actions Semiconductor website at http://www.actions-semi.com.

 

 

 
 

 

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

 

 Statements contained in this release that are not historical facts are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements concerning the Actions ability to maintain or increase its market share in the tablet market, establish strategic alliances to expand its sales channels, enhance its technology base, and create a larger ecosystem around its tablet SoC platform and attract and retain engineering talent. Actions Semiconductor uses words like "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are estimates reflecting current assumptions, expectations and projections about future events and involve significant risks, both known and unknown, uncertainties and other factors that may cause Actions Semiconductor's actual performance, financial condition or results of operations to be materially different from those suggested by the forward-looking statements including, among others, customers' cancellation or modification of their orders; our failure to accurately forecast demand for our products; the loss of, or a significant reduction in orders from, any of our significant customers; fluctuations in our operating results; our inability to develop and sell new products; defects in or failures of our products; the expense and uncertainty involved in our customer design-win efforts; the financial viability of the distributors of our products; consumer demand; worldwide economic and political conditions; fluctuations in our costs to manufacture our products; our reliance on third parties to manufacture, test, assemble and ship our products; our ability to retain and attract key personnel; our ability to compete with our competitors; and our ability to protect our intellectual property rights and not infringe the intellectual property rights of others. Other factors that may cause our actual results to differ from those set forth in the forward-looking statements contained in this press release and that may affect our prospects in general are described in our filings with the Securities and Exchange Commission, including our most recently filed Forms F-1, 20-F and 6-Ks. Other unknown or unpredictable factors also could have material adverse effects on Actions Semiconductor's future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Except as required by law, Actions Semiconductor undertakes no obligation and does not intend to update or revise any forward-looking statement to reflect subsequent events or changed assumptions or circumstances.

 

 

 

Investor Contacts: 

Elaine Ketchmere, CFA Ally Xie, CA, CPA
Compass Investor Relations Actions Semiconductor
eketchmere@compass-ir.com investor.relations@actions-semi.com
+1-310-528-3031 +86-756-3392353*1018
   

 

 

 

 


Exhibit 99.3

 

 

 

 

 

 

 

Actions Semiconductor Announces
Intention to Conduct Dutch Auction Tender Offer for Its Ordinary Shares (including Ordinary Shares

represented by American Depositary Shares)

 

 

ZHUHAI, China, August 15, 2014 -- Actions Semiconductor Co., Ltd. (Nasdaq: ACTS) (“Actions Semiconductor” or “the Company”), one of China's leading fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer electronics, announced today that it expects to commence a “Dutch auction” tender offer in August 2014 to purchase for cash up to 60,000,000 of its issued and outstanding ordinary shares, which represents, as of August 10, 2014, approximately 14.6% of Actions Semiconductor’s 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 $7/15 per Share (or $2.80 per ADS) nor less than $5/12 per Share (or $2.50 per ADS). Under the proposed 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 that will be 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 60,000,000 issued and outstanding Shares (including Shares represented by ADSs) at completion of the tender offer. The Company has indicated, however, that there is no guarantee that it will proceed with the tender offer or that Shares or ADSs tendered will be purchased. The tender offer will be subject to the terms and conditions described in the offer to purchase and the related materials that will be distributed to holders of the Securities and filed with the Securities and Exchange Commission (the “SEC”) on or around August 20, 2014.

 

Mr. David Lee, Chairman of the Company, noted that “After reviewing our cash position, business operations, future outlook, acquisition strategy, existing and anticipated capital structure and a variety of alternatives for using our available financial resources, our board of directors has determined that a tender offer is a prudent use of our available cash and an effective means of providing value to the holders of our Securities. By conducting the tender offer, we believe we can provide all the holders of our Securities with the opportunity to tender all or a portion of their Securities and to receive a return of some or all of their investment.”

 

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.

 

 

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Actions Semiconductor’s Securities. The solicitation of offers to buy Actions Semiconductor’s Securities will only be made pursuant to the offer to purchase, to be issued in connection with the commencement of the tender offer (as may be amended or supplemented), the related letter of transmittal, and other related documents that Actions Semiconductor intends to send to holders of its Securities. The tender offer materials will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be distributed by Actions Semiconductor to the holders of its Securities at no expense to them. In addition, all of the materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov and by contacting Laurel Hill Advisory Group, the information agent for the tender offer, by telephone at (888) 742-1305.

 

 
 

 

About Actions Semiconductor

 

Actions Semiconductor is one of China’s leading fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer electronics. Actions Semiconductor products include SoCs, firmware, software, solution development kits, as well as detailed specifications of other required components. Actions Semiconductor also provides total product and technology solutions that allow customers to quickly introduce new portable consumer electronics to the mass market in a cost effective way. The Company is headquartered in Zhuhai, China, with offices in Shanghai and Shenzhen. For more information, please visit the Actions Semiconductor website at http://www.actions-semi.com.

 

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

 

Statements contained in this release that are not historical facts are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements relating to the Company’s proposed Dutch auction tender offer. Actions Semiconductor uses words like “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project“ and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are estimates reflecting current assumptions, expectations and projections about future events and involve significant risks, both known and unknown, uncertainties and other factors that could cause actual results to differ materially and adversely from those expressed in any forward-looking statement.  The risks and uncertainties referred to above include, but are not limited to, the trading price of the ADSs, the security holders’ interest in participating in such tender offer, the review of this matter by the SEC, the Company’s proposed cash requirements and future prospects and results of operations, and current market and economic conditions, as well as such other factors described in the Company’s filings with the SEC.  In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Except as required by law, Actions Semiconductor undertakes no obligation and does not intend to update or revise any forward-looking statement to reflect subsequent events or changed assumptions or circumstances.

 

Investor Contacts:  
Elaine Ketchmere, CFA Ally Xie, CA, CPA
Compass Investor Relations Actions Semiconductor
eketchmere@compass-ir.com investor.relations@actions-semi.com
+1-310-528-3031 +86-756-3392353*1018