Montage Technology Group Limite (NASDAQ:MONT)

Item 2.01 Completion of Acquisition or Disposition of Assets. 

On November 19, 2014, Montage Technology Group Limited (the “Company”) announced the consummation of the previously announced merger of CEC Montage Merger Sub Ltd. (“Merger Subsidiary”), a Cayman Islands exempted company and wholly owned subsidiary of Montage Technology Global Holdings, Ltd. (formerly known as CEC Montage Investment Ltd.) (“Parent Assignee”), a Cayman Islands exempted company and new entity jointly formed by Shanghai Pudong Science and Technology Investment Co., Ltd., a People’s Republic of China limited liability company (“Parent”) and China Electronics Investment Holdings Limited, a People’s Republic of China limited liability company (“CEC”), with and into the Company (the “Merger”), pursuant to that certain Agreement and Plan of Merger, dated as of June 11, 2014, between the Company and Parent (the “Merger Agreement”), to which Parent Assignee and Merger Subsidiary became parties in accordance with that certain Joinder to Merger Agreement and that certain Assignment and Assumption Agreement, each entered into as of November 12, 2014. Upon completion of the Merger, the Company became a wholly-owned subsidiary of Parent Assignee. As previously announced, the Merger Agreement and the transactions contemplated thereby, including the Merger, were adopted and approved at a special meeting of the Company’s shareholders on July 31, 2014.

At the effective time and as a result of the Merger, each ordinary share of the Company issued and outstanding immediately prior to the effective time of the Merger (other than treasury shares of the Company) was converted into the right to receive $22.60 in cash, without interest thereon and less any applicable withholding taxes, in accordance with the Merger Agreement. Based on the per share consideration of $22.60 per share, the merger values the Company’s equity at approximately US$693 million.

The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to the Company’s Current Report on 8-K filed on June 11, 2014 and which is incorporated by reference herein.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, the Company notified the NASDAQ Global Select Market (“Nasdaq”) on November 19, 2014 that the Merger has been consummated, and trading of the ordinary shares of the Company on Nasdaq has been suspended. The Company has also filed with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist the Company’s ordinary shares from Nasdaq and deregister the Company’s ordinary shares under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”).

The Company intends to file with the SEC a certification on Form 15 requesting the deregistration of the Company’s ordinary shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 15(d) of the Exchange Act.

• Revenue for the third quarter 2014 was $46.0 million, an increase of 13.8 percent compared to $40.4 million in the prior quarter, and an increase of 53.1 percent compared to $30.1 million in the third quarter 2013.
• Non-GAAP net income for the third quarter 2014 was $12.3 million, or $0.40 per diluted share, which excluded $2.1 million of pre-tax stock-based compensation expenses. This compares to non-GAAP net income of $9.0 million, or $0.30 per diluted share, for the second quarter 2014 and $9.5 million, or $0.38 per diluted share, for the third quarter 2013. Adjusted non-GAAP net income in the third quarter of 2014 was $14.9 million, or $0.49 per diluted share

Commenting on the results, Howard Yang, Montage Technology's chairman and chief executive officer stated, "We are pleased to report our fourth consecutive quarter of revenue results exceeding our guidance. Memory revenue increased 52 percent sequentially as DDR4 volumes ramped at key customers for both our LRDIMM and RDIMM solutions, which now represent over 30% of total revenue. To further extend our leadership position in this market, we also recently announced sampling of the world's first JEDEC compliant second generation DDR4 Registering Clock Driver chip."

Stephen Tai, Montage Technology's president added, "Revenue for our set-top box solutions was flat sequentially following a very strong second quarter, and up 17 percent over the prior year quarter reflecting to our increased share of the standard definition SoC market. We also continued to gain traction for our high definition solutions during the quarter as we further position Montage for growth across the satellite, cable and terrestrial markets.

"Finally, we were also pleased that, following an extensive review conducted by the Company's audit committee with the assistance of outside advisors, the audit committee and the Company have concluded that no changes are required to the Company's previously reported unaudited financial results. In addition, we also remain focused on moving forward with the previously announced transaction with PDSTI, which we currently anticipate to close in the near term, subject to the satisfaction or waiver of applicable closing conditions."

Business Outlook

For the fourth quarter of 2014, the Company expects revenue to be in the range of $47 million to $51 million and gross margin to be in the range of 56 percent to 59 percent.

SHANGHAI, China, Oct. 23, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (MONT) ("Montage" or the "Company"), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced that on October 21, 2014, the Company received a letter from The NASDAQ Stock Market LLC ("NASDAQ") indicating that, pursuant to a request submitted by the Company on October 8, 2014, The Nasdaq Hearings Panel (the "Panel") has granted the Company's request to extend the automatic 15-day stay of suspension of trading in the Company's ordinary shares pending the hearing on the merits of the Company's appeal scheduled for November 6, 2014 and a final determination regarding the Company's listing status thereafter. The Company plans to provide an update regarding its continued listing on NASDAQ once a decision has been issued by the Panel.

SHANGHAI, China, Oct. 15, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited ("Montage Technology" or "Montage" or the "Company") (Nasdaq:MONT), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced preliminary revenue results for the third quarter 2014 of approximately $46 million, exceeding its previously announced guidance range of $41 million to $45 million. The increased revenue expectations reflect higher sales of its memory interface solutions, which are expected to be approximately $14.0 million or 30 percent of revenue for the third quarter, primarily due to increased demand for its DDR4 RDIMM and LRDIMM solutions. Montage plans to release its third quarter 2014 financial results on Friday, November 14, 2014 before the market opens.

SHANGHAI, China, Oct. 15, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (MONT) ("Montage Technology" or "Montage" or the "Company"), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced that on October 4, 2014, the audit committee of the board of directors of the Company completed its review of allegations contained in reports issued by short sellers. On October 8, 2014, the audit committee presented the report on its review to the board of directors of the Company.

Following an extensive review conducted by the Company's audit committee with the assistance of the law firm of Jones Day as well as forensic accountants from FTI Consulting, the audit committee and the Company have concluded that no changes to the Company's previously reported unaudited financial results are required. This conclusion is based upon the additional investigative procedures that were performed following the audit committee's preliminary conclusions as reported on April 22, 2014.

The extensive review was initiated in February 2014 and reflects over 11,500 hours of work by the audit committee's advisors. The report is based on the various investigative procedures performed during the course of the review and subject to certain limitations, qualifications and caveats. Investigative procedures included analyzing the majority of the Company's cash, cash equivalents, and short-term investment balances with its financial institutions at various points in time as well as analyzing the majority of the Company's revenue and gross margins, and written confirmations and in-person site visits with selected participants in the manufacturing and supply chain and the distribution and sales channel, including the primary fabless semiconductor vendor, assembly/testing vendors (OEMs), distributors, including LQW, and end customers. Various analyses of financial and accounting records were also performed, in addition to review of other documentation and data, and interviews of Company personnel and third parties.

The audit committee and its advisors presented the conclusions of the audit committee's review to the Company's independent auditors on October 10, 2014, which included recommendations for further improvements in internal controls and other enhancements. The Company's independent auditors are in the process of reviewing the audit committee's report and evaluating the scope, execution, findings and remedial actions and results of the audit committee's investigation as well as assessing their impact on the audit of the Company's financial statements for the year ended December 31, 2013 and review of quarterly financial information for the periods ended March 31, 2014 and June 30, 2014, which need to be completed before the Company can file its annual report on Form 10-K and quarterly reports on Form 10-Q.

Additionally, on October 8, 2014, the Company received correspondence from the Nasdaq Hearings Panel granting the Company a hearing to appeal its delisting. The hearing is scheduled for November 6, 2014.

SHANGHAI, China, Oct. 2, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (Nasdaq:MONT) ("Montage Technology" or "Montage" or the "Company"), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced that on October 1, 2014, Montage Technology Group Limited (the "Company") received a letter from the NASDAQ Stock Market LLC ("NASDAQ") indicating that, unless the Company requests a hearing before a NASDAQ Listing Qualifications Panel (a "Hearings Panel") by October 8, 2014, the Company's ordinary shares will be delisted due to the Company's noncompliance with NASDAQ Listing Rule 5250(c)(1) as a result of the Company's inability to timely file its annual report on Form 10-K for the year ended December 31, 2013, and Form 10-Qs for the periods ended March 31, 2014 and June 30, 2014 with the Securities and Exchange Commission ("SEC").

NASDAQ's delisting determination will not immediately result in the delisting of the Company's ordinary shares. The Company intends to commence such an appeal by the required deadline, which is within seven days of the date of the notice. NASDAQ will generally suspend the delisting for a period of 15 days following the date of the hearing request. NASDAQ also has the discretion to grant a suspension of the delisting until a determination is made by the Hearings Panel. The Company expects to request to suspend the delisting through the decision date of the Hearings Panel and may request additional time for its independent auditors to complete their audit and review procedures concerning the Company's financial statements. Under NASDAQ rules, a Hearings Panel has discretion to grant an additional extension, which cannot exceed 360 calendar days from the original non-compliance date. There can be no assurance that the NASDAQ Hearings Panel will grant the Company's request for a suspension of delisting or continued listing on NASDAQ.

As previously disclosed, NASDAQ had granted the Company until September 29, 2014 to regain compliance with NASDAQ Listing Rule 5250(c)(1). The Company indicated the Form 10-K and Forms 10-Q cannot be finalized until the completion of the review by the audit committee of the Company's board of directors of previously-disclosed allegations and related matters, and the completion of the audit of the Company's financial statements for the year ended December 31, 2013 and the review of the Company's financial statements for the periods ended March 31, 2014 and June 30, 2014. The audit committee plans to complete its report on the audit committee's review on or around October 4, 2014 and thereafter present its conclusions to the Company's independent auditors.

SHANGHAI, China, Aug. 22, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (MONT) ("Montage Technology" or "Montage" or the "Company"), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced that on August 19, 2014, Montage Technology Group Limited (the "Company") received a letter (the "Letter") from the NASDAQ Stock Market LLC ("NASDAQ") indicating that NASDAQ has determined that the Company is not in compliance with NASDAQ Listing Rule 5250(c)(1) due to its failure to file its Form 10-Q for the period ended June 30, 2014 with the Securities and Exchange Commission.

The Company disclosed in its Form 12b-25 Notification of Late Filing, filed on August 14, 2014, that its Form 10-Q for the period ended June 30, 2014 cannot be finalized until the completion of the audit committee's review of allegations contained in reports issued by Gravity Research and the completion of the review of the Company's financial statements for the period ended June 30, 2014.

As previously disclosed, pursuant to NASDAQ Listing Rule 5101, NASDAQ elected to exercise its discretionary authority to expedite the review process and requested that the Company submit a plan to regain compliance with NASDAQ's requirements for continued listing no later than June 2, 2014. The Company's plan, submitted on June 2, 2014 with a supplemental plan submitted on June 18, 2014, was accepted by NASDAQ on June 30 2014 and the Company was granted an exception until September 29, 2014 to regain compliance.

As a result of the delinquency of the Company's Form 10-Q for the period ended June 30, 2014, the Company must submit an update to its plan to regain compliance with NASDAQ's requirements for continued listing with respect to this filing requirement no later than September 3, 2014.

The Company plans to provide NASDAQ with an update to its plan to regain compliance by September 3, 2014 to show that it will be able to return to compliance with the NASDAQ Listing Rules by filing its Forms 10-K and 10-Q.

Second Quarter 2014 Financial Results

• Total revenue for the second quarter 2014 was $40.4 million, an increase of 13.6 percent compared to $35.6 million in the prior quarter, and an increase of 59.8 percent compared to $25.3 million in the second quarter 2013.
• Non-GAAP net income for the second quarter 2014 was $9.0 million, or $0.30 per diluted share, which excluded $2.0 million of pre-tax stock-based compensation expenses. This compares to non-GAAP net income of $9.4 million, or $0.32 per diluted share, for the first quarter 2014 and $6.8 million, or $0.26 per diluted share, for the second quarter 2013.

Commenting on the results, Stephen Tai, Montage Technology's president stated, "Montage once again reported revenue results exceeding guidance, due to increased demand for our set-top box and memory interface solutions. Montage's continued share gains in the set-top box market reflect the strength of our integrated SoC solutions for satellite applications, which address the complete hardware and software needs of emerging market customers. We also gained further traction on our new products, including our integrated HD satellite SoC as well as solutions targeting the cable and terrestrial markets where we believe Montage has substantial growth opportunities."

Howard Yang, Montage Technology's chairman and chief executive officer, added, "Memory Interface revenue also continued to grow in the quarter, with first half revenue exceeding the full year 2013 memory interface product revenue by almost 50 percent. We believe that our performance advantage and lower power continue to serve as key competitive differentiators in this market. Interest also continues to ramp up for our DDR4 RDIMM and LRDIMM solutions. We anticipate that Intel's next generation platform will significantly accelerate demand for these products establishing Montage as a leading provider of next-generation DDR4 memory interface solutions.

"Finally, we are pleased to announce that we have received shareholder approval of the proposed acquisition by PDSTI. Subsequent to the vote, both Montage and PDSTI have fully funded our escrow commitments pursuant to the definitive merger agreement. We are now proceeding with the regulatory approval process, which we anticipate will require several months to complete."

Business Outlook

For the third quarter of 2014, the Company expects revenue to be in the range of $41 million to $45 million and gross margin to be in the range of 56 percent to 59 percent.

SHANGHAI, China, Aug. 1, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (Nasdaq:MONT) ("Montage Technology" or "Montage" or the "Company"), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced the results of its extraordinary general meeting of shareholders (the "EGM") held on July 31, 2014 in Shanghai, China. Shareholders voted to approve the Agreement and Plan of Merger, dated June 11, 2014 (the "Merger Agreement"), under which Shanghai Pudong Science and Technology Investment Co. Ltd. ("PDSTI"), a wholly state-owned limited liability company directly under Pudong New Area government of Shanghai, will acquire all of the outstanding ordinary shares of Montage for US$22.60 per ordinary share by way of a merger (the "Merger").

At the EGM, shareholders constituting a valid quorum were present in person or by proxy and approved all of the resolutions proposed in the EGM notice, which included approval, by special resolution, of (1) the Merger, (2) the Merger Agreement and (3) any and all transactions (the "Transactions") contemplated by the Merger Agreement (including, but not limited to, the plan of merger to be filed with the Registrar of Companies in the Cayman Islands to give effect to the Merger and the amendment and restatement of Montage's Memorandum and Articles of Association). Approximately 66.55% of the outstanding shares of Montage voted at the EGM, with approximately 99.4% of such voted shares voting in favor of these resolutions. As such, each of the Merger, the Merger Agreement and the Transactions was duly approved by the Company's shareholders.

Completion of the Merger remains subject to the satisfaction or waiver of other customary closing conditions set forth in the Merger Agreement, including the receipt of the required regulatory approvals described in the Merger Agreement.

SHANGHAI, China, June 11, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (Nasdaq:MONT) ("Montage" or "Montage Technology" or the "Company"), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, and Shanghai Pudong Science and Technology Investment Co., Ltd. ("PDSTI"), a wholly state-owned limited liability company directly under Pudong New Area government of Shanghai, today jointly announced that they have entered into a definitive merger agreement under which PDSTI will acquire all of the outstanding Ordinary Shares of Montage for US$22.60 per Ordinary Share. The merger values Montage's equity at approximately US$693 million, on a fully diluted basis. The transaction is subject to approval by the shareholders of Montage, and antitrust and other regulatory approvals.

The Company's Board of Directors unanimously approved the merger agreement and recommends that the Company's shareholders vote to approve the merger agreement. Montage expects to hold a special meeting of its shareholders to consider and act upon the proposed transaction as promptly as practicable. Details regarding the record date for, and the date, time and place of, the special meetings will be included in a press release when finalized.

With annual revenues of approximately US$110.9 million for 2013, Montage is a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets. In the home entertainment market, Montage's technology platform enables the company to design highly integrated end-to-end solutions with customized software for set-top boxes. These solutions optimize signal processing performance under demanding operating conditions typically found in emerging marketing environments. In the cloud computing market, Montage offers high performance, low power memory interface solutions that enable memory intensive server applications. Its technology platform approach allows Montage to provide integrated solutions that meet the expanding needs of customers through continuous innovation, efficient design and rapid product development.

"After a review of strategic alternatives, the Montage board of directors is pleased to reach this agreement, which provides shareholders with substantial cash value, as well as a premium to our unaffected share price," said Dr. Howard Yang, Chairman and Chief Executive Officer at Montage. "In addition, Montage believes the transaction will provide additional operational flexibility and position us to invest more strategically to drive powerful innovation and deliver cutting edge customer solutions. We look forward to working closely with all parties to complete this transaction."

Dr. Xudong Zhu, Chairman of PDSTI, commented, "This acquisition underscores PDSTI's strategy of supporting leading companies within the semiconductor industry. Montage has a remarkable track record of pioneering and delivering best-in-class technology solutions for the global semiconductor market. We look forward to working with Montage's talented management team as they continue their strong performance and innovative corporate culture."

Stifel is serving as financial advisor to Montage and O'Melveny & Myers LLP is serving as legal advisor to Montage. Barclays Bank PLC and China International Capital Corporation Limited are serving as financial advisors to PDSTI, and Kirkland & Ellis is serving as legal advisor to PDSTI.

Montage will furnish to the Securities and Exchange Commission (the "SEC") a Report on Form 8-K regarding the transaction, which will include the merger agreement. All parties desiring details regarding the transaction are urged to review these documents, which are available at the SEC's website (http://www.sec.gov).

This announcement is neither a solicitation of proxies, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other proxy materials that may be filed or furnished with the SEC with respect to the proposed merger.

Item 3.02 Unregistered Sales of Equity Securities

On May 22, 2014, the board of directors of Montage Technology Group Limited (the “Company”) approved the grant of 544,500 restricted shares (the “Shares”) of the Company’s ordinary shares (the “Ordinary Shares”) under the Company’s 2013 Performance Incentive Plan (the “Plan”) to certain non-executive employees of the Company. The Shares vest in annual installments over a four-year period, subject to the grantee’s continued employment through the applicable vesting date.

The Shares were issued pursuant to the exemptions provided by Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), or Section 4(a)(2) under the Securities Act and the rules and regulations promulgated thereunder. No public solicitation was involved in connection with the issuance of the restricted share awards and all of the awards were granted to current employees of the Company, almost all of whom are non-U.S. persons residing outside of the United States. The shares are subject to transfer restrictions.

Item 3.01 Notice of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 20, 2014, Montage Technology Group Limited (the “Company”) received a letter (the “Letter”) from the NASDAQ Stock Market LLC (“NASDAQ”) indicating that NASDAQ has determined that the Company’s failure to file its Form 10-Q for the period ended March 31, 2014 with the Securities and Exchange Commission serves as an additional basis to delist the ordinary shares of the Company pursuant to NASDAQ Listing Rule 5250(c)(1).

The Company disclosed in its Form 12b-25 Notification of Late Filing, filed on May 16, 2014, that its Form 10-Q for the period ended March 31, 2014 cannot be finalized until the completion of the audit committee’s review of allegations contained in reports issued by Gravity Research and the completion of the audit of the Company’s financial statements for the period ended March 31, 2014.

As previously disclosed, pursuant to NASDAQ Listing Rule 5101, NASDAQ has elected to exercise its discretionary authority to expedite the review process and has requested that the Company, if it chooses to do so, submit a plan to regain compliance with NASDAQ’s requirements for continued listing no later than June 2, 2014. If NASDAQ accepts the plan, the Company will be granted an exception of up to 180 calendar days from March 31, 2014, or September 29, 2014, to regain compliance. If the Company does not submit a plan of compliance, or if the plan is not accepted by NASDAQ, the Company may be subject to delisting procedures as set forth in the NASDAQ Listing Rules.

The Company plans to provide NASDAQ with a plan by June 2, 2014 to show that it will be able to return to compliance with the NASDAQ Listing Rules by filing its Forms 10-K and 10-Q.

First Quarter 2014 Financial Results

• Revenue for the first quarter 2014 was $35.6 million, an increase of 0.4 percent compared to $35.4 million in the prior quarter, and an increase of 77.2 percent compared to $20.1 million in the first quarter 2013.
• Non-GAAP net income of $10.4 million, or $0.37 per diluted share, for the fourth quarter 2013 and $3.9 million, or $0.13 per diluted share, for the first quarter 2013.

Commenting on the results, Howard Yang, Montage Technology's chairman and chief executive officer stated, "Montage reported first quarter results exceeding our original guidance, driven by strong growth for our memory interface products and better than typical seasonal set-top box product sales for the first quarter. Gross margin improved 150 basis points to 63.9 percent primarily due to more favorable product mix and an increase in the percentage of sales from integrated SoC set-top box solutions. Additionally, we achieved operating margin of 22.4% and an adjusted non-GAAP operating profit margin of 35.9%, the highest in the Company's history.

Stephen Tai, Montage Technology's president, added, "The continued growth of our memory interface sales reflects the increased demand for our LRDIMM products resulting from the rapid adoption of Intel's high-performance Ivy Bridge platform by memory module manufacturers and server OEMs. We believe our superior performance and low power design have allowed Montage to become a primary supplier to this market. During the quarter, we announced production release of our fully qualified DDR4 RDIMM and LRDIMM platforms for Intel's next-generation product family as we continue to position Montage as a leading provider of DDR4 memory interface solutions.

"In the set-top box market, our product revenue declined sequentially due to the Chinese New Year holiday, but remained above typical first quarter seasonality due to higher demand. We believe that we remain well positioned in this market to expand our market share with our highly integrated SoC products, while continuing to increase our market opportunities in high definition as well as cable and terrestrial applications with our new products."

Business Outlook

For the second quarter of 2014, the Company expects revenue to be in the range of $36.0 million to $40.0 million and gross margin to be in the range of 59 percent to 61 percent.

SHANGHAI, China, April 22, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (Nasdaq:MONT) ("Montage Technology" or "Montage" or the "Company"), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced that on April 16, 2014, the Company received a letter (the "Letter") from the NASDAQ Stock Market LLC ("NASDAQ") indicating that it was not in compliance with the continued listing requirements under NASDAQ Listing Rule 5250(c)(1) as a result of the Company's inability to file its annual report on Form 10-K for the year ended December 31, 2013 with the Securities and Exchange Commission.

The Company disclosed in its Form 12b-25 Notification of Late Filing, filed on March 31, 2014, that its Form 10-K for the year ended December 31, 2013 cannot be finalized until the completion of the audit committee's review of allegations contained in reports issued by Gravity Research and the completion of the audit of the Company's financial statements for the year ended December 31, 2013.

Pursuant to NASDAQ Listing Rule 5101, NASDAQ has elected to exercise its discretionary authority to expedite the review process and has requested that the Company, if it chooses to do so, submit a plan to regain compliance with NASDAQ's requirements for continued listing no later than June 2, 2014. If NASDAQ accepts the plan, the Company will be granted an exception until September 29, 2014 to regain compliance. If the Company does not submit a plan of compliance, or if the plan is not accepted by NASDAQ, the Company may be subject to delisting procedures as set forth in the NASDAQ Listing Rules.

The Company plans to provide NASDAQ with a plan by June 2, 2014 to show that it will be able to return to compliance with the NASDAQ Listing Rules by filing its Form 10-K.

SHANGHAI, China, April 22, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (Nasdaq:MONT) ("Montage Technology" or "Montage" or the "Company"), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced that the audit committee of the Company, with the assistance of the law firm of Jones Day, as well as forensic accountants from FTI Consulting, has reported on the results of the review conducted to date, representing over 6,000 hours of work by the audit committee's advisors.

Among other things, the report details various forensic procedures performed to analyze a significant portion of the Company's cash, cash equivalents, and short-term investment balances with its financial institutions at various points in time. In addition, the report details investigative tasks conducted to analyze the Company's revenue and gross margins, which tasks included written confirmations and in-person site visits with selected participants in the manufacturing and supply chain and the distribution and sales channel, including selected Fabs, assembly/testing companies (OEMs), distributors, including LQW, and end customers. Various analyses of financial and accounting records were also performed. As noted in a report from these advisors to the audit committee, based upon the investigative procedures performed, the information considered to date and subject to the limitations specified in the report:

•     the cash, cash equivalents, and short-term investments reflected in the Company's records and/or publicly reported by the Company as of December 2011, 2012, and 2013 appear to be materially accurate;
•     no significant variances have been identified with respect to the Company's reported revenue for years 2011, 2012, and 2013; and
•     the Company's gross margins for years 2011, 2012 and 2013 appear reasonable.

In addition, the audit committee's report notes that although certain persons associated with these entities are known to members of the Company's management, the review procedures performed to date found no conclusive evidence that the Company owns or otherwise has an inappropriate relationship with the entities referred to in the Gravity Research reports as SMMT and LQW.

Based upon the audit committee's report, the Company continues to believe that the allegations by Gravity Research lack merit, and the Company therefore does not anticipate any changes to its previously reported financial results. The audit committee, in consultation with its outside legal and accounting advisors and the Company's independent auditors, is evaluating what additional review procedures are necessary or appropriate for the audit committee's review of the allegations in order to be able to file the Company's Form 10-K for the year ended December 31, 2013. The Company and the audit committee are continuing to work diligently on this matter, and the Company expects to file its annual report on Form 10-K as soon as practicable following completion of the audit committee's review.

Item 8.01 Other Events.

On April 22, 2014, the Company issued a press release announcing its receipt of the report by Jones Day. A copy of the press release is attached as Exhibit 99.1 and is furnished herewith.

The audit committee of the Company, with the assistance of the law firm of Jones Day, as well as forensic accountants from FTI Consulting, has reported on the results of the review conducted to date, representing over 6,000 hours of work by the audit committee’s advisors. Among other things, the report details various forensic procedures performed to analyze a significant portion of the Company’s cash, cash equivalents, and short-term investment balances with its financial institutions at various points in time. In addition, the report details investigative tasks conducted to analyze the Company’s revenue and gross margins, which tasks included written confirmations and in-person site visits with selected participants in the manufacturing and supply chain and the distribution and sales channel, including selected Fabs, assembly/testing companies (OEMs), distributors, including LQW, and end customers. Various analyses of financial and accounting records were also performed.

As noted in a report from these advisors to the audit committee, based upon the investigative procedures performed, the information considered to date and subject to the limitations specified in the report:

  • the cash, cash equivalents, and short-term investments reflected in the Company’s records and/or publicly reported by the Company as of December 2011, 2012, and 2013 appear to be materially accurate;

 
  • no significant variances have been identified with respect to the Company’s reported revenue for years 2011, 2012, and 2013; and

  • the Company’s gross margins for years 2011, 2012 and 2013 appear reasonable.

In addition, the audit committee’s report notes that although certain persons associated with these entities are known to members of the Company’s management, the review procedures performed to date found no conclusive evidence that the Company owns or otherwise has an inappropriate relationship with the entities referred to in the Gravity Research reports as SMMT and LQW.

Based upon the audit committee’s report, the Company continues to believe that the allegations by Gravity Research lack merit, and the Company therefore does not anticipate any changes to its previously reported financial results. The audit committee, in consultation with its outside legal and accounting advisors and the Company’s independent auditors, is evaluating what additional review procedures are necessary or appropriate for the audit committee’s review of the allegations in order to be able to file the Company’s Form 10-K for the year ended December 31, 2013. The Company and the audit committee are continuing to work diligently on this matter, and the Company expects to file its annual report on Form 10-K as soon as practicable following completion of the audit committee’s review.

This current report on Form 8-K contains “forward-looking” statements about the Company’s plans, expectations and beliefs, including regarding the timing and anticipated filing of the Company’s 10-K, the timing and completion of and determinations with respect to the Company’s audit and the audit committee’s review and anticipated financial results. Forward-looking statements can be identified by terminology such as “will”, “should”, “expects”, “anticipates”, “future”, “intends”, “plans”, “projects”, “predicts”, “believes”, “estimates”, “forecasts”, “may” and similar statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may differ materially from actual results due to a variety of factors, including if the audit committee, its advisors, or the Company’s independent auditors require additional time or procedures prior to completion of the Annual Report, or if the Company determines it requires additional time to complete and review the Annual Report on Form 10-K in light of any determinations from the ongoing review or otherwise, if NASDAQ does not accept the plan, or other factors described under the caption “Risk Factors” in our most recent quarterly report on Form 10-Q and other filings with the U.S. Securities and Exchange Commission. We undertake no obligation to update these statements as a result of new information or future events, except as may be required by law.

SHANGHAI, China, April 22, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (Nasdaq:MONT) ("Montage Technology" or "Montage" or the "Company"), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced that the audit committee of the Company, with the assistance of the law firm of Jones Day, as well as forensic accountants from FTI Consulting, has reported on the results of the review conducted to date, representing over 6,000 hours of work by the audit committee's advisors.

Among other things, the report details various forensic procedures performed to analyze a significant portion of the Company's cash, cash equivalents, and short-term investment balances with its financial institutions at various points in time. In addition, the report details investigative tasks conducted to analyze the Company's revenue and gross margins, which tasks included written confirmations and in-person site visits with selected participants in the manufacturing and supply chain and the distribution and sales channel, including selected Fabs, assembly/testing companies (OEMs), distributors, including LQW, and end customers. Various analyses of financial and accounting records were also performed. As noted in a report from these advisors to the audit committee, based upon the investigative procedures performed, the information considered to date and subject to the limitations specified in the report:

• the cash, cash equivalents, and short-term investments reflected in the Company's records and/or publicly reported by the Company as of December 2011, 2012, and 2013 appear to be materially accurate;

• no significant variances have been identified with respect to the Company's reported revenue for years 2011, 2012, and 2013; and

• the Company's gross margins for years 2011, 2012 and 2013 appear reasonable.

In addition, the audit committee's report notes that although certain persons associated with these entities are known to members of the Company's management, the review procedures performed to date found no conclusive evidence that the Company owns or otherwise has an inappropriate relationship with the entities referred to in the Gravity Research reports as SMMT and LQW.

Based upon the audit committee's report, the Company continues to believe that the allegations by Gravity Research lack merit, and the Company therefore does not anticipate any changes to its previously reported financial results. The audit committee, in consultation with its outside legal and accounting advisors and the Company's independent auditors, is evaluating what additional review procedures are necessary or appropriate for the audit committee's review of the allegations in order to be able to file the Company's Form 10-K for the year ended December 31, 2013. The Company and the audit committee are continuing to work diligently on this matter, and the Company expects to file it

SHANGHAI, China, April 2, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited ("Montage") (Nasdaq:MONT), a global fabless provider of analog and mixed-signal semiconductor solutions for the home entertainment and cloud computing markets, today announced the production release of its DDR4 RDIMM and LRDIMM chipsets, which include the DDR4 Registering Clock Driver (RCD) and the DDR4 Data Buffers (DB). The chipset fully supports Intel's next-generation Xeon Processor ES-2600 V3 product family.

Fully compliant with the latest DDR4 JEDEC 1.0 specification, the chipset features the highest performance and lowest power in its class. Both the RCD and DB have been extensively tested by Intel Corporation ("Intel") (Nasdaq:INTC) and our DRAM partners at the system level up to 2133 MT/s. The system level testing includes memory stress tests at temperature and reset/power cycling in a variety of end customer server platforms.

The new DDR4 LRDIMM distributed architecture has an inherent advantage over existing DDR3 memory solutions that utilize one central device to buffer both the command/address and DRAM data buses. As a result, the DDR4 LRDIMM, with one central RCD and nine Data Buffers for each individual byte lane, can easily operate at one or two speed grades faster than a comparable RDIMM. The new DDR4 generation of memory products lends itself to performance beyond what is capable in existing DDR3 systems today by supporting higher peak bandwidth with lower inherent latency.

"Intel has developed a healthy ecosystem of DDR4 partners including memory interface providers such as Montage, which we believe will enable a successful production launch of Intel's ES-2600 V3 family of CPUs," said Geof Findley, Director of PMO Memory Enabling & Apps Engineering at Intel. "Memory interface devices are critical to the success of the DDR4 memory system and it is great for Montage to continue its leadership in this area."

"Montage is pleased to be an early leading partner with Intel in providing new DDR4 chipset solutions to our DRAM and memory module maker partners for the high performance computing, enterprise server and data/cloud market segments," said Stephen Tai, Montage's President.

SHANGHAI, China, March 31, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (Nasdaq:MONT) ("Montage Technology" or "Montage" or the "Company"), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced preliminary revenue results for the first quarter 2014 of $34.5 to $36.5 million, exceeding the previously announced guidance of $29.0 to $32.0 million.

The increased revenue expectations reflect higher sales of Montage's memory interface solutions due to growing demand for LRDIMMs. As a result, memory interface revenue is expected to increase more than 60 percent sequentially. Gross margin for the first quarter 2014 is expected to be above the previously announced guidance range of 60 percent to 62 percent

Item 8.01 Other Events. 

On March 20, 2014, the Company issued a press release announcing that the Board intends to evaluate strategic alternatives, including a possible sale of the Company, in order to increase shareholder value and has retained Stifel, Nicolaus & Company, Incorporated as its financial advisor, and O’Melveny & Myers LLP as its legal counsel, with respect to its evaluation of strategic alternatives, including without limitation the previously announced unsolicited preliminary non-binding proposal made by Shanghai Pudong Science and Technology Investment Co., Ltd. to acquire all of the outstanding ordinary shares of the Company for $21.50 in cash. A copy of the press release is furnished as Exhibit 99.1 hereto, and is hereby incorporated herein by reference.

SHANGHAI, China, March 10, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (Nasdaq:MONT) ("Montage"), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced that its Board of Directors (the "Board") has received a preliminary non-binding proposal letter, dated March 10, 2014, from Shanghai Pudong Science and Technology Investment Co., Ltd. ("PDSTI"), a wholly state-owned limited liability company directly under Pudong New Area government of Shanghai. According to the proposal letter, PDSTI proposed to acquire all of Montage's outstanding ordinary shares at a price of US$21.5 in cash per ordinary share.

The Board is reviewing and evaluating PDSTI's proposal. No decision has been made with respect to Montage's response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. Montage does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

Fourth Quarter 2013 Financial Results

• Total revenue for the fourth quarter 2013 was $35.4 million, an increase of 17.9 percent compared to $30.1 million in the third quarter, and an increase of 49.5 percent compared to $23.7 million in the fourth quarter 2012.
• Non-GAAP net income for the fourth quarter 2013 was $10.4 million, or $0.37 per diluted share, which excluded pre-tax stock-based compensation expenses of approximately $1.2 million and $0.3 million of amortization of acquired assets related to an assembled workforce in Taiwan. This compares to non-GAAP net income of $9.5 million, or $0.38 per diluted share, in the third quarter 2013 and $4.3 million, or $0.15 per diluted share, in the fourth quarter 2012.

Commenting on the results, Stephen Tai, Montage Technology's president stated, "Fourth quarter revenue exceeded our original expectations, growing 18% sequentially and 50% year-over-year, and was further highlighted by solid gross and operating margin performance. Our results were driven by an 11% sequential increase in our set-top box products, combined with an 86% increase in memory interface revenue with the ramping of our LRDIMM products.

"In the STB market, we continued to gain market share in the emerging markets in which we compete with our integrated satellite solutions for standard definition (SD), while also ramping our high definition (HD) decoder product that we launched in early 2013. Additionally, we recently taped-out integrated SoC solutions for the HD satellite and HD terrestrial markets, in order to fully capitalize on the transition from SD to HD in the emerging markets. These new products allow us to significantly expand our target addressable market."

Howard Yang, Montage Technology's chairman and chief executive officer, further added, "Complementing the growth of our set-top box products, memory interface revenue increased 86% sequentially, driven by increased demand for our LRDIMM products following the launch of Intel's Ivy Bridge platform in September. Servers running on Ivy Bridge can utilize multiple CPUs and more advanced memory configurations, which can require as many as 48 LRDIMM modules per server. As a primary supplier to many of the leading global server OEMs, we see significant growth opportunities in 2014 and believe we are well positioned to gain market share with the increased adoption of the Ivy Bridge platform."

Business Outlook

For the first quarter of 2014, the Company expects revenue to be in the range of $29.0 million to $32.0 million and gross margin to be in the range of 60 percent to 62 percent.

SHANGHAI, China, Feb. 10, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (Nasdaq:MONT) ("Montage"), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today issued a statement addressing allegations contained in a purported research report issued by a firm that goes by the name of Gravity Research.

In direct response to certain allegations in the report, the company issued the following statements in support of the integrity of its business and financial statements:

Regarding Allegations about the Montage Sales Model:

As evident in Montage's filings with the U.S. Securities and Exchange Commission, revenue from sales through distributors is recognized on a "sell-through" basis, meaning revenue is recognized when delivery is made to Montage's more than 160 end customers worldwide. However, Gravity Research's report ignores this fact and appears to attempt to mislead the reader to incorrectly believe that Montage has a "sell-in" sales model, in which revenue is recognized when sold to the distributor, rather than when actually distributed to an end-customer. This sell-through approach applies to both the company's set-top box manufacturer customers and our memory module manufacturer customers.

Additionally, because a significant amount of our revenue flows through LQW Technology Company Ltd. ("LQW") as well as other distributors to end customers, the due diligence conducted by third parties in connection with the company's initial public offering and recently completed secondary offering process also addressed our relationship with LQW, including an interview with the General Manager of LQW in connection with our initial public offering.

Full release here.

SHANGHAI, China, Feb. 7, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (Nasdaq:MONT) ("Montage"), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today issued a statement in response to allegations raised in a research report dated February 6, 2014 issued by a group called Gravity Research.

The company believes that the allegations and accusations in the report lack merit and contain numerous errors of fact, misleading speculation and misinterpretation of events. Montage fully stands behind the integrity of its audited financial statements, which have been audited by its independent accountants, PricewaterhouseCoopers Zhong Tian LLP. Montage also disclaims any suggestion that LQW Technology Company, an independent distributor of semiconductor products to the end customers of Montage and other technology companies, is an affiliate of Montage. Montage plans to release additional information refuting the allegations made by Gravity Research in due course. Montage is committed to providing full and accurate disclosure to investors and to preserving confidence in Montage's business, management, financial performance, operations and corporate structure.

Montage Technology Group Limited

Ordinary shares

This is an offering of ordinary shares of Montage Technology Group Limited. We are offering 1,000,000 ordinary shares. The selling shareholders are offering 4,350,000 ordinary shares. We will not receive any of the proceeds in connection with the shares to be sold by the selling shareholders from this offering. We will bear all of the offering expenses other than the underwriting discount of the shares to be sold by the selling shareholders.

Our ordinary shares are listed on the NASDAQ Global Market under the symbol “MONT”. On January 30, 2014, the last reported sale price of our ordinary shares on the NASDAQ Global Market was $21.70 per ordinary share.

Investing in our ordinary shares involves a high degree of risk. See “Risk factors” beginning on page 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

SHANGHAI, China, Jan. 31, 2014 (GLOBE NEWSWIRE) -- Montage Technology Group Limited (Nasdaq:MONT) ("Montage"), a global fabless provider of analog and mixed-signal semiconductor solutions currently addressing the home entertainment and cloud computing markets, today announced the pricing of its follow-on public offering of 5,350,000 ordinary shares at a price to the public of $21.00 per share. Of the 5,350,000 ordinary shares, 4,350,000 ordinary shares are being offered by certain selling shareholders and 1,000,000 ordinary shares are being offered by Montage. In addition, the selling shareholders have granted the underwriters a 30-day option to purchase up to an additional 802,500 ordinary shares.

Montage intends to use the net proceeds for general corporate purposes, including working capital, capital expenditures and funding possible future acquisitions.

Deutsche Bank Securities Inc. and Barclays Capital Inc. are acting as joint book-running managers of the offering and as representatives of the underwriters. Stifel, Nicolaus & Company, Incorporated is also acting as a joint book-running manager. Wells Fargo Securities, LLC, Needham & Company, LLC, Chardan Capital Markets, LLC and Roth Capital Partners, LLC are acting as co-managers.

Montage's registration statement relating to these ordinary shares was declared effective on January 30, 2014 by the U.S. Securities and Exchange Commission.

S-1

This is an offering of ordinary shares of Montage Technology Group Limited. We are offering 1,000,000 ordinary shares. The selling shareholders are offering 4,000,000 ordinary shares. We will not receive any of the proceeds in connection with the shares to be sold by the selling shareholders from this offering. We intend to use the net proceeds from this offering for general corporate purposes, including working capital and capital expenditures.

8k

On January 27, 2013, Montage Technology Group Limited (the “Company”) filed an amended registration statement on Form S-1 with the SEC in which it provided the following information on its preliminary financial results for the fourth quarter of 2013.

The Company expects revenue for the fourth quarter to be between $35.0 to $35.5 million, reflecting higher sales of its memory interface solutions due to growing demand for its products as well as continued growth of its set-top box products in China and the emerging markets. The Company expects its set-top box revenue to increase by more than 10 percent from the third quarter and its memory interface revenue to increase by more than 80 percent from the third quarter. The Company expects gross margin for the fourth quarter of 2013 to be between 62 and 63 percent.

The Company expects operating expenses for the fourth quarter to be between $13.0 and $13.5 million, an increase from the third quarter primarily reflecting an increase in research and development expenses related to new products beginning the fabrication process. The Company expects net income for the fourth quarter to be between $8.5 and $9.0 million reflecting the expected increase in revenues and higher gross margins, partially offset by the expected increase in operating expenses. Net income is expected to reflect pre-tax share-based compensation expenses of approximately $1.2 million and the amortization of acquired assets related to an assembled work force in Taiwan of approximately $0.3 million.

Third Quarter 2013 Financial Results

• Total revenue for the third quarter 2013 was $30.1 million, an increase of 18.8 percent compared to $25.3 million in the second quarter, and an increase of 45.9 percent compared to $20.6 million in the third quarter 2012.
• Non-GAAP net income for the third quarter 2013 was $9.5 million, or $0.38 per diluted share, which excluded pre-tax stock-based compensation expenses of approximately $1.2 million and $0.3 million of amortization of acquired assets related to an assembled workforce in Taiwan. This compares to non-GAAP net income of $6.8 million, or $0.26 per diluted share, in the second quarter 2013 and $6.8 million, or $0.26 per diluted share, in the third quarter 2012.

Commenting on the quarter, Howard Yang, Montage Technology's chairman and chief executive officer, stated, "We are pleased to report third quarter revenue increased 19% sequentially and 46% year-over-year, driven by strong growth in the set-top box market combined with improving revenue from our memory interface products. We continued to convert set-top box customers to our SoC chipset, which offers a complete solution of integrated hardware and software. The pace of set-top box adoption in emerging markets has been accelerating as disposable income and consumer demand for better entertainment are increasing. Additionally, digital transmission and HD television are only in the early stages of adoption, which we believe provides significant future growth opportunities for Montage.

"In the memory interface market, during the quarter we introduced the industry's first production ready dual-mode DDR4 Registering Clock Driver that supports both RDIMM and LRDIMM modules for use in next generation server platforms. This product complements our existing DDR3 solutions and enhances our current product offerings. With this market in its early stages of growth and development, Montage is well established as a primary supplier to all of the largest OEMs."

Stephen Tai, Montage Technology's president added, "The successful completion of our initial public offering on October 1st represented a significant milestone for the Company. We believe that Montage is well positioned for growth in the coming quarters as we continue to gain market share with our existing products as well as our newly released products in both the set-top box and memory interface markets."

Business Outlook

For the fourth quarter of 2013, the Company expects revenue to be in the range of $32 to $34 million and gross margin to be in the range of 59 percent to 61 percent.