SiliconBeat

There goes another independent public company headquartered cn Silicon Valley. Yesterday LogicVision, the San Jose provider of technology used to design and manufacture semiconductors, agreed to be acquired by Oregon-based Mentor Graphics.

Under the all-stock deal, each share of LogicVision will be converted into about one-fifth of a share of Mentor, which closed at $7.08 on Wednesday, the day before the deal was announced, giving LogicVision shareholders about $1.42 worth of Mentor shares for each LogicVision share they owned. Based on LogicVision’s closing price of 93 cents that same day, the deal represented about a 50 percent premium for LogicVision shareholders.

That premium is being whittled down Thursday as Mentor investors knock down its stock price. As of 11 a.m. PDT, Mentor shares were down 41 cents, or 6 percent, to $6.67, reducing the value of LogicVision shareholders own holdings to $1.33 per share and reducing the premium to 44 percent.

Late last year, Fremont’s Virage Logic, a provider of intellectual property to chip companies, offered to buy LogicVision for $1.05 per share, in cash, which represented a 114 percent premium to its then 49-cent per-share price the day before the unsolicited offer was made.

That deal was later called off by Virage Logic in the wake of a poison pill adopted by LogicVision’s board.

If LogicVision intended to deter Virage Logic’s unsolicited offer to buy the company for $1.05 a share by adopting a shareholder rights plan commonly referred to as a poison pill on Tuesday, the tactic worked like a charm.

Daniel McCranie, chairman of Virage Logic’s board, sent LogicVision’s board a letter the very next day withdrawing the offer: Read the rest of this entry »

At the same time as it was apparently fending off uninvited takeover talk from Fremont-based Virage Logic, the board of directors at LogicVision of San Jose was fashioning new change-in-control agreements for its three top executives that helped insure bigger payouts for them.

Virage Logic sent a letter yesterday to LogicVision’s board in which it said it was “sincerely disappointed in your unwillingness to engage in any substantive discussions regarding our indication of interest transmitted to you on November 10th regarding an all-cash acquisition of LogicVision.” The proposal was to pay $1.05 per share for LogicVision, a 114 percent premium to its closing price the day before the letter was sent.

In his letter to LogicVision’s board, Read the rest of this entry »

On Tuesday, LogicVision of San Jose “notified” its chief financial officer, Bruce Jaffe, and top operations officer, Ronald Mabry, that, “as part of (LogicVision’s) expense reduction efforts, their employment was terminated” that very day, according to a filing with the SEC. Their duties were to be taken over by “existing employees.”

Jaffe, who made about $280,000 last year in salary and cash bonus, was replaced by the company’s controller, Mei Song. Fadi Maamari was named the company’s chief financial officer to take over the duties performed by Mabry, who was paid about $278,000 last year in salary and bonus. Maamari had been the company’s vice president of engineering since June 2006.