Thursday, August 9, 2012

Peregrine Semiconductor IPO

As reported by Dan Primack at FORTUNE:

Peregrine Semiconductor Corp., a San Diego-based provider of RF CMOS and mixed-signal communications ICs, raised $77 million in its IPO. The company priced 5.5 million shares at $14 per share (low end of $14-$16 range), for an initial market cap of approximately $353 million. It will trade on the NYSE, while Deutsche Bank Securities and J.P. Morgan served as co-lead underwriters. Peregrine reports a $3 million net loss on around $80 million in revenue for the first six months of 2012. It had raised over $120 million in VC funding since 1990. Current shareholders include Morgenthaler Ventures (14.07% pre-IPO stake), Ridgewood Partners (10.32%), Advanced Equities (10.87%), Palisades Ventures (6.18%) and Technology Venture Partners (6.03%). The U.S. SBA also held a 10.61% pre-IPO stake, as receiver for Wasserstein Adelson Ventures.

Monday, June 18, 2012

Qualcomm Acquires Summit Microelectronics

SAN DIEGO – June 18, 2012 – Qualcomm Incorporated (NASDAQ: QCOM) today announced that it has acquired Summit Microelectronics (Summit), a leading developer and provider of programmable power integrated circuits based in Sunnyvale, CA. Qualcomm’s power management roadmap will be significantly enhanced with the addition of Summit’s expertise and products. As a result of the acquisition, Qualcomm will be able to offer a robust portfolio which will address a broader set of customers and complex design challenges. All employees of Summit Microelectronics have joined Qualcomm’s CDMA Technologies division.

The demand for more sophisticated battery management is critical in a world of increasingly smart devices with advanced computing capabilities, large high-resolution screens, and advanced modem technologies (e.g. 4G LTE). Summit Microelectronics is a leader in providing flexible, highly integrated power management solutions combining precision power regulation with sophisticated digital control in a single chip. In particular, the Company’s fast charging solutions are found in a variety of leading mobile phones, tablets, and e-readers.

“Summit Microelectronics brings key expertise, technology, products, and design wins in battery charging and DC-DC converters,” said Steve Mollenkopf, president and COO of Qualcomm. “This acquisition enhances the competitiveness of Qualcomm’s chipset solutions and enables us to provide our customers with industry leading power management and charging performance.”

Tuesday, June 12, 2012

Cypress makes new bid for Ramtron

SAN JOSE, Calif.--(BUSINESS WIRE)--Cypress Semiconductor Corporation (NASDAQ:CY) today announced that it has submitted a proposal to Ramtron International Corporation (NASDAQ:RMTR) to acquire all of its outstanding stock for $2.48 per share in cash. This offer represents a 37% premium to Ramtron’s closing stock price on June 11, 2012.

“We believe that our offer provides compelling value to Ramtron’s stockholders,” said T.J. Rodgers, President and Chief Executive Officer of Cypress. “Last year, we attempted to negotiate an acquisition of Ramtron, but our offer of $3.01 per share—which represented the same 37% premium to Ramtron’s then-current stock price as we are offering today—was summarily rejected. Soon thereafter, Ramtron sold almost 20% of its stock in a dilutive public offering at a net price of $1.79 per share.

“At this time, we call on Ramtron’s Board of Directors to act in the best interests of its stockholders by meeting with us to seriously discuss our compelling proposal. We believe that Cypress would benefit Ramtron’s customers, providing them with a more stable source of supply, greater research and development resources and better support from a much larger sales channel. We also believe the combination would provide Ramtron’s employees with more opportunity for long-term success as part of a larger, more global organization,” Rodgers continued.

In a letter sent to Ramtron today, Cypress stated that it would prefer a negotiated transaction. Cypress has engaged Greenhill & Co., LLC as financial advisor and Wilson Sonsini Goodrich & Rosati, Professional Corporation, as legal counsel.

The full text of the letter sent from Cypress to Ramtron today – along with letters sent on March 8, March 10 and April 11, 2011 – are set forth below:
June 12, 2012


Dr. William G. Howard, Jr., Chairman of the Board of Directors
Mr. Eric A. Balzer, Director and Chief Executive Officer
Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, CO 80921


I am writing to formally convey Cypress Semiconductor’s proposal to acquire Ramtron International Corporation for $2.48 per share in cash. This represents a premium of 37% over Ramtron’s closing price of $1.81 per share on June 11, 2012. We believe that this all-cash transaction, which has been unanimously approved by our Board of Directors, is compelling for Ramtron and its stockholders. Our proposal would deliver immediate, certain value to Ramtron’s stockholders that is far superior to what we believe that you can reasonably expect to achieve as a standalone company.

We believe that an acquisition can be completed expeditiously and are prepared to commence a cash tender offer with no financing or due diligence conditions. We have retained Greenhill & Co., LLC as our financial advisor and Wilson Sonsini Goodrich & Rosati, Professional Corporation, as our legal counsel. We are confident that a transaction would receive all necessary regulatory approvals, including antitrust clearances.

We hope to work with you on a negotiated basis to complete this transaction successfully, and are prepared to deliver a draft merger agreement and begin discussions immediately. I suggest that our respective financial and legal advisors meet at your earliest convenience to work toward the goal of announcement of a definitive agreement in the very near future.

It has been about two years since I first approached you about a possible transaction between our two companies and over a year since we delivered a formal proposal to acquire Ramtron. As you will recall, that proposal (at $3.01 per share) was for a 37% premium over your then-current stock price on March 8, 2011—the same premium we are offering today. Our offer made clear that we were prepared to commence due diligence immediately and would deliver a merger agreement with minimal closing conditions. We were deeply disappointed when, two weeks after we provided you with our offer, you and your Board of Directors responded that our offer was so low that it was not even worth your time to make a counter proposal.

Since then, a number of events have convinced us that your response did not reflect the best interests of your stockholders. First, soon after you rejected our offer, Ramtron sold almost 20% of its stock in a dilutive public offering at a net price of $1.79 per share, which I found extremely surprising in light of your comments regarding our offer and its 68% premium to that price. Second, since our offer Ramtron has had cumulative net losses of five cents per share. Third, your stockholders have been increasingly vocal about their desire for you to sell Ramtron. These factors, along with your history of rejecting out-of-hand our prior offer, have convinced us that we must make our offer public at this time so that your stockholders are aware of our efforts. I have attached copies of my prior letters to you to this letter.

Although we would prefer to proceed through a negotiated agreement, we are fully committed to this transaction, and will take the steps necessary to complete it. We believe that a transaction between our two companies would be well received by your stockholders, and we are committed to providing them with an opportunity to express their views on our proposal.

This letter does not represent or create any legally binding or enforceable obligations. No such obligations will be imposed on either party unless and until a definitive agreement is signed by both Cypress and Ramtron.

We request a response to our proposal by 5:00 p.m. Pacific Daylight Time on Tuesday, June 19, 2012. In light of the significance of this proposal to your stockholders and ours, as well as the potential for selective disclosure, we are publicly releasing the text of this letter.
Very truly yours,

T.J. Rodgers
President and Chief Executive Officer

cc: Greenhill & Co., LLC
Wilson Sonsini Goodrich & Rosati, Professional Corporation

Monday, May 21, 2012

Silicon Labs Acquires Ember

AUSTIN, Texas--(BUSINESS WIRE)--Silicon Laboratories Inc. (Nasdaq: SLAB), a leader in high-performance, analog-intensive, mixed-signal ICs, today announced it has signed a definitive agreement to acquire Boston-based Ember Corporation for initial consideration of $72 million, subject to an adjustment for certain working capital amounts and potential earn-out consideration. Ember is a late-stage private company offering market-leading silicon, software and development tools for 2.4 GHz wireless mesh networking solutions being deployed in smart energy, connected home, security, lighting, and many other monitoring and control applications.

This strategic acquisition brings Silicon Labs the technology and software expertise required to enable the low-power mesh sensor networks being deployed today in a wide range of residential, commercial and industrial applications. The demand for low-power, small-footprint wireless technology is accelerating as more and more IP-enabled end points are being connected to the “Internet of Things.” Expected to be the first 10 billion unit per year market, the Internet of Things is being realized to enable more convenient, energy-efficient and safer home and work environments.

The Ember portfolio complements Silicon Labs’ products and targets a growing market estimated to increase from $100 million in 2012 to $600 million by 2016. The combination of the companies’ products will bring together microcontroller (MCU), power and isolation technology, sensors, and both sub-GHz and 2.4 GHz wireless radios into a comprehensive portfolio of highly integrated networking solutions for embedded systems.

“Silicon Labs has consistently demonstrated a successful track record of integrating high-performance, low-power RF and mixed-signal ICs in CMOS and ramping them into high-volume markets,” said Tyson Tuttle, president and CEO of Silicon Laboratories. “This acquisition of a high-caliber team with proven wireless mesh networking know-how accelerates our ability to offer complete system solutions to our customers.”

Ember is a pioneer in the market for 802.15.4 ZigBee® solutions, developing mesh networking technology since the concept was first conceived. The design team represents some of the most experienced talent in embedded radios. The company’s products integrate high-performance, low-power 2.4 GHz wireless ICs with reliable and scalable networking software into a platform with unmatched performance and flexibility. With more than a decade of systems and software knowledge applied to the connected home, smart meters and building automation and more than 25 million units shipped, Ember has developed a leadership position in ZigBee-based systems and has established the benchmark for performance and usability.

“We believe our track record and technology leadership in ZigBee-based systems combined with Silicon Labs’ broad portfolio and focus on establishing a market-leading business in embedded wireless will enable our customers and the Internet of Things market to grow faster,” said Bob LeFort, chief executive officer of Ember. “The shared vision, compatible cultures and commitment to excellence augurs well for both the market as well as the Ember team.”

Silicon Labs expects that the addition of Ember’s high-performance system-on-chip (SoC) portfolio, advanced networking software expertise, and a proven design and applications team will contribute to the rapid expansion of its Broad-based business. Silicon Labs intends to apply the underlying technology platform and expertise to enable low-power mesh networking in not only home but also industrial and commercial applications. Further, both companies’ products leverage the same underlying development environment, which is expected to accelerate the combined roadmap and support rapid adoption among the existing customer base.

Ember is expected to contribute approximately $10-$12 million in revenue in the second half of 2012 and to be accretive on a non-GAAP basis in 2013. The boards of each company have approved the acquisition, which awaits the satisfaction of regulatory requirements and other customary closing conditions. In conjunction with this all-cash acquisition, Silicon Labs’ board of directors has authorized management to pursue a $200 million credit facility that could be used for stock repurchases and for other general corporate purposes.

About Ember
Ember Corporation (; twitter: @EmberCorp) develops wireless mesh networking technology – chips, software and tools - for Smart Energy, connected homes, and many other monitoring and control applications enabling greener living and work environments. The Boston-based company has approximately 60 employees worldwide including an IC design center in Cambridge, England.

About Silicon Laboratories Inc.

Silicon Laboratories is an industry leader in the innovation of high-performance, analog-intensive, mixed-signal ICs. Developed by a world-class engineering team with unsurpassed expertise in mixed-signal design, Silicon Labs’ diverse portfolio of patented semiconductor solutions offers customers significant advantages in performance, size and power consumption. For more information about Silicon Labs, please visit

Wednesday, May 2, 2012

Microchip to acquire SMSC

CHANDLER, Ariz. & HAUPPAUGE, N.Y.--(BUSINESS WIRE)--Microchip Technology Incorporated (NASDAQ: MCHP), a leading provider of microcontroller, analog and Flash-IP solutions, and Standard Microsystems Corporation (NASDAQ: SMSC) today announced that Microchip has signed a definitive agreement to acquire Standard Microsystems Corporation (“SMSC”) for $37.00 per share in cash, which represents a total equity value of about $939 million, and a total enterprise value of about $766 million, after excluding SMSC’s cash and investments on its balance sheet of approximately $173 million. The acquisition has been approved by the Boards of Directors of each company and is expected to close in the third quarter of calendar 2012, subject to approval by SMSC stockholders, regulatory approvals and other customary closing conditions.

“We believe SMSC’s smart mixed-signal connectivity solutions aimed at embedded applications are an ideal complement to Microchip’s embedded control business,” said Steve Sanghi, Microchip’s President and CEO. “This acquisition will expand Microchip’s range of solutions as SMSC contributes exciting new products and capabilities in the automotive, industrial, computing, consumer and wireless audio markets, significantly extending our served available market.”

“We are excited by the strategic possibilities presented by this acquisition,” continued Mr. Sanghi. “SMSC in its most recent fiscal year ending February 29, 2012 reported net sales of $412 million, non-GAAP gross margin of 54.4% of sales, and non-GAAP operating profit of 12% of sales. We expect this acquisition will be accretive to Microchip’s non-GAAP earnings in the first full quarter after completion of the acquisition. We look forward to completing this transaction in the third calendar quarter of 2012.”

“This transaction represents a compelling opportunity for SMSC employees, customers and
stockholders by combining the leading market position and world class operational excellence
of Microchip Technology with the world class smart mixed-signal connectivity solutions from SMSC,” said Christine King, President and CEO of SMSC. “We are pleased to become part of Microchip Technology, a premier company in the semiconductor industry.”

About SMSC

SMSC (NASDAQ: SMSC) is a leading developer of Smart Mixed-Signal ConnectivityTM solutions. SMSC employs a unique systems level approach that incorporates a broad set of technologies and intellectual property to deliver differentiating products to its customers. The company is focused on delivering connectivity solutions that enable the proliferation of data in automobiles, consumer devices, PCs and other applications. SMSC’s feature-rich products drive a number of industry standards and include USB, MOST® automotive networking, Kleer® and JukeBlox® wireless audio, embedded system control and analog solutions, including thermal management and RightTouch® capacitive sensing. SMSC is headquartered in New York and has offices and research facilities in North America, Asia, Europe and India. Additional information is available at

About Microchip Technology

Microchip Technology Inc. (NASDAQ: MCHP) is a leading provider of microcontroller, analog and Flash-IP solutions, providing low-risk product development, lower total system cost and faster time to market for thousands of diverse customer applications worldwide. Headquartered in Chandler, Arizona, Microchip offers outstanding technical support along with dependable delivery and quality. For more information, visit the Microchip website at

Monday, April 30, 2012

IDT to Acquire PLX Technology

SAN JOSE, Calif. & SUNNYVALE, Calif.--(BUSINESS WIRE)--Integrated Device Technology, Inc. (IDT ®); (NASDAQ:IDTI), the Analog and Digital Company™ delivering essential mixed-signal semiconductor solutions, and PLX Technology, Inc. (NASDAQ:PLXT) today announced that they have signed a definitive agreement pursuant to which IDT will acquire PLX. Under the terms of the agreement, unanimously approved by the boards of directors of both companies, IDT will acquire all of the outstanding shares of PLX common stock pursuant to an exchange offer, followed by a second step merger. In the acquisition, PLX stockholders will receive (i) $3.50 in cash and (ii) 0.525 shares of IDT common stock for each PLX common share outstanding. Based on IDT’s closing stock price on April 27, 2012, the transaction is valued at approximately $7.00 per PLX share and results in a total transaction value of approximately $330 million.

“The proposed acquisition of PLX Technology represents an exciting expansion of IDT’s core serial switching and interface business,” said Ted Tewksbury, president and CEO at IDT. “Our two companies have complementary product sets, technologies and customer bases, and we share a focus on delivering the highest-performance system-level interconnect solutions for data centers and other applications. IDT and its shareholders will benefit from the top-line contribution of our enhanced product portfolio as well as the increased profitability provided through the added scale and expanded operating margin. This transaction is aligned with our long-term strategy of expanding our core businesses through organic growth and acquisitions.”

“This proposed transaction will enable our stockholders to realize significant value today and benefit from the many growth and cost reduction opportunities of the combined company,” said Ralph Schmitt, president and CEO at PLX. “We expect that a transaction with IDT will enhance PLX’s commitment to its customers to deliver innovative technologies that meet their needs and demands.”

As a result of the combination, IDT anticipates it will achieve total run-rate cost synergies, excluding transaction related charges, in excess of $35 million by fiscal year 2014. IDT currently projects the transaction to be accretive to non-GAAP earnings by the third fiscal quarter of 2013 with more significant accretion by fiscal year 2014, in each case based on an assumed closing during the first fiscal quarter of 2013. Increased scale and expected cost savings are expected to lower combined non-GAAP operating expenses, generate significant operating margin expansion, and accelerate IDT’s timing to achieving its stated target operating model.

The companies expect that the proposed transaction will close as early as IDT’s first fiscal quarter 2013, which is the second quarter of calendar 2012. The exchange offer is subject to customary closing conditions, including the tender into the exchange offer by PLX stockholders of shares representing at least a majority of the outstanding shares of PLX common stock on a fully diluted basis, and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. IDT expects to finance the cash portion of the acquisition through existing cash balances and committed financing. The proposed transaction is not subject to any financing condition.

Under the terms of the merger agreement, PLX may solicit superior proposals from third parties for a “go shop” period of 30 calendar days continuing through May 30, 2012. It is not anticipated that any developments will be disclosed with regard to this process unless PLX’s board of directors makes a decision with respect to a potential superior proposal. Deutsche Bank, which is acting as PLX’s financial advisor, will advise PLX during the go shop period. There are no guarantees that this process will result in a superior proposal. The merger agreement provides IDT with a customary right to match a superior proposal. The agreement also provides for certain break-up fees payable to IDT in connection with the termination of the agreement in certain circumstances.

J.P. Morgan is acting as financial advisor and Latham & Watkins LLP is acting as legal advisor to IDT. Deutsche Bank is acting as financial advisor and Baker & McKenzie LLP is acting as legal adviser to PLX.

Additional Information

The exchange offer described herein has not yet commenced. This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer will only be made through a prospectus, which is part of a registration statement on Form S-4, as well as a Tender Offer Statement on Schedule TO, an offer to purchase, form of letter of transmittal and other documents relating to the exchange offer (collectively, the “Exchange Offer Materials”), each to be filed with the U.S. Securities and Exchange Commission (the “SEC”) by IDT. In addition, PLX will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the exchange offer. IDT and PLX expect to mail the Exchange Offer Materials, as well as the Schedule 14D-9, to PLX stockholders. Investors and security holders are urged to carefully read these documents and the other documents relating to the transactions contemplated by the merger agreement when they become available because these documents will contain important information relating to the exchange offer and related transactions. Investors and security holders may obtain a free copy of these documents after they have been filed with the SEC, and other annual, quarterly and special reports and other information filed with the SEC by IDT or PLX, at the SEC’s website at In addition, such materials will be available from IDT or PLX, or by calling Innisfree M&A Incorporated, the information agent for the exchange offer, toll-free at (877) 456-3463. Banks and brokers may call collect at (212) 750-5833.

Neither IDT nor PLX is asking for stockholders to vote or soliciting proxies in connection with the exchange offer transaction at this time. Upon consummation of the offer, IDT and PLX may seek votes or proxies in connection with the proposed back-end merger from holders of PLX shares not tendered in the offer. IDT, PLX and their respective officers and directors therefore may be deemed to be participants in the solicitation of proxies from PLX’s stockholders in connection with the proposed merger. A description of certain interests of the directors and executive officers of PLX is set forth in PLX’s Form 10-K/A, Amendment No. 1, in Part III thereof, which was filed with the SEC on April 27, 2012. A description of certain interests of the directors and executive officers of IDT is set forth in IDT’s proxy statement for its 2011 annual meeting, which was filed with the SEC on August 1, 2011. To the extent holdings of either company’s securities by their respective directors and certain officers have subsequently changed, such changes have been reflected on Forms 4 filed with the SEC.

About Integrated Device Technology, Inc.

Integrated Device Technology, Inc., the Analog and Digital Company™, develops system-level solutions that optimize its customers’ applications. IDT uses its market leadership in timing, serial switching and interfaces, and adds analog and system expertise to provide complete application-optimized, mixed-signal solutions for the communications, computing and consumer segments. Headquartered in San Jose, Calif., IDT has design, manufacturing and sales facilities throughout the world. IDT stock is traded on the NASDAQ Global Select Stock Market® under the symbol “IDTI.” Additional information about IDT is accessible at

About PLX Technology, Inc.

PLX Technology, Inc. (NASDAQ:PLXT), based in Sunnyvale, Calif., USA, is an industry-leading global provider of semiconductor-based connectivity solutions primarily targeting the enterprise and consumer markets. The company develops innovative software-enriched silicon that enables product differentiation, reliable interoperability and superior performance.

IDT acquires Fox Electronics

SAN JOSE, Calif.--(BUSINESS WIRE)--Integrated Device Technology, Inc. (IDT®) (NASDAQ: IDTI), the Analog and Digital Company™ delivering essential mixed-signal semiconductor solutions, today announced that it has acquired Fox Electronics, a leading global supplier of frequency control products (FCPs), in an all-cash transaction for approximately $30 million, of which $26 million was paid at closing. Fox Electronics’ revenue was approximately $23 million in calendar year 2011, and the company is profitable.

“Fox’s crystal, crystal oscillator and innovative XpressO products combined with IDT’s award-winning CrystalFree™ solutions make us the industry’s most comprehensive one-stop shop for frequency control products,” said Ted Tewksbury, president and CEO at IDT. “In addition, Fox helps accelerate the adoption of CrystalFree by enabling customers to purchase pMEMS and CMOS solid-state oscillators alongside traditional quartz-based components through an established and trusted sales channel.”

“Everyone within Fox Electronics is enthusiastic about this exciting new direction with IDT,” said E.L. Fox, Jr., president at Fox Electronics. “With IDT’s frequency control products, including CrystalFree technology, and their number one position in silicon timing, Fox’s product portfolio and industry leadership in the frequency control market will be a great fit.”

Fox Electronics, a private company based in Florida, is a world leader for frequency control solutions with an expansive portfolio including the XpressO family of revolutionary quick-turn oscillator products, quartz crystals, voltage-controlled crystal oscillators and more. Fox’s FCP-focused sales team will be a valuable asset to grow IDT’s crystal and CrystalFree product offerings.

About IDT

Integrated Device Technology, Inc., the Analog and Digital Company™, develops system-level solutions that optimize its customers’ applications. IDT uses its market leadership in timing, serial switching and interfaces, and adds analog and system expertise to provide complete application-optimized, mixed-signal solutions for the communications, computing and consumer segments. Headquartered in San Jose, Calif., IDT has design, manufacturing and sales facilities throughout the world. IDT stock is traded on the NASDAQ Global Select Stock Market® under the symbol “IDTI.” Additional information about IDT is accessible at Follow IDT on Facebook, LinkedIn, Twitter, and YouTube.

Friday, March 30, 2012

Analog Devices acquires Multigig

NORWOOD, Mass.--(BUSINESS WIRE)--Analog Devices, Inc. (stock symbol: ADI) today announced that it has acquired Multigig, Inc., a small, privately-held San Jose, California, company specializing in highly innovative high-performance clocking technology. The acquisition will enhance ADI’s clocking capabilities in stand-alone and embedded applications, and will strengthen ADI’s industry-leading position in delivering high-speed data converters and signal processing solutions for our customers.(visit ADI’s clock and timing portfolio page)

“The acquisition of Multigig fits squarely in the middle of our high-speed signal processing strategy and will further strengthen our portfolio of very high performance stand-alone and integrated clocking solutions,” said Peter Real, ADI vice president of Linear and Radio Frequency products and technology. “Continually evolving end markets such as wireless and wire line communications place ever more stringent demands on signal processing solutions and high-performance clocking capabilities are critical to meeting customers’ system requirements.”

Analog Devices acquired Multigig, Inc. in a cash transaction completed on March 30, 2012. The engineers will become part of ADI’s existing clock design team and will move to ADI’s San Jose, CA facility.

Wednesday, March 21, 2012

Broadcom to acquire BroadLight

IRVINE, Calif., March 21, 2012 /PRNewswire/ -- Broadcom Corporation (NASDAQ: BRCM), a global innovation leader in semiconductor solutions for wired and wireless communications, today announced it has signed a definitive agreement to acquire BroadLight, Inc., a Delaware corporation with an Israel-based subsidiary. BroadLight is a privately held provider of highly integrated networking and fiber access PON (Passive Optical Network) processors. With the addition of BroadLight,Broadcom expands its broadband access portfolio to support customer requirements for rolling out next-generation fiber networks worldwide. 

"The need for increased bandwidth for IPTV services, HDTV broadcasting and high speed Internet access are driving momentum for deploying fiber networks," said Dan Marotta, Executive Vice President and General Manager of Broadcom'sBroadband Communications Group. "Combining BroadLight's PON solutions with the strength of Broadcom's broadband access portfolio will enable us to offer a complete, end-to-end solution for customers — from OLT at the central office to CPE at the home. BroadLight's strong engineering team and broad IP will complement and extend our ability to deliver next-generation access technologies to customers."

In connection with the acquisition, Broadcom currently expects to pay approximately $195 million, net of cash assumed, to acquire all of the outstanding shares of capital stock and other equity rights of BroadLight. The purchase price will be paid in cash, minus a portion of such purchase price attributable to certain unvested employee stock options that will be paid inBroadcom restricted stock units. Additional consideration of up to $10 million in cash will be reserved for future payment to holders of BroadLight capital stock and other rights upon satisfaction of certain performance goals. Excluding any purchase accounting related adjustments and fair value measurements, Broadcom expects the acquisition of BroadLight to be roughly neutral to earnings per share in 2012. The transaction is expected to close in Broadcom's second quarter of 2012 and remains subject to customary closing conditions.

About BroadLight
BroadLight is a leading provider of highly integrated networking and embedded processors enabling fiber grade quality of service delivery for central office and customer premise equipment. BroadLight's fiber grade architecture powers equipment vendors serving telecommunication operators' fiber access, fixed mobile networks and connected digital homes worldwide. 

About Broadcom 
Broadcom Corporation (NASDAQ: BRCM), a FORTUNE 500® company, is a global leader and innovator in semiconductor solutions for wired and wireless communications. Broadcom® products seamlessly deliver voice, video, data and multimedia connectivity in the home, office and mobile environments.With the industry's broadest portfolio of state-of-the-art system-on-a-chip and embedded software solutions, Broadcom is changing the world by Connecting everything®. For more information, go to

Monday, January 23, 2012

Semtech to Acquire Gennum

CAMARILLO, Calif. & BURLINGTON, Ontario--(BUSINESS WIRE)--Semtech Corporation (Nasdaq: SMTC), a leading supplier of analog and mixed-signal semiconductors, and Gennum Corporation (TSX:GND), a leading supplier of high speed analog and mixed-signal semiconductors for the optical communications and video broadcast markets, today announced they have entered into a definitive arrangement agreement (“Arrangement Agreement”) for Semtech to acquire all of the outstanding shares of Gennum for a total consideration of approximately CDN$500 million (approximately US$494 million based on the exchange rate on January 20, 2012 of CDN$0.9868 to US $1.00).

Semtech management believes the acquisition of Gennum will extend Semtech’s leading portfolio of infrastructure products to the metro, access and enterprise computing markets and will enable Semtech to provide its customers with more platforms to differentiate their own high-speed voice, video and data transmission products. The combination will enable Semtech to deliver a broader range of best-in-class solutions aimed at helping its customers create differentiated communication equipment to solve increasing bandwidth bottlenecks in the network.

Gennum designs and sells products that enable video, data and multimedia content to be transmitted at high speed over long distances, while maintaining signal integrity and eliminating the potential for errors in transmission. Its products are used in broadcast, networking, storage, telecommunications and consumer connectivity equipment. Gennum is positioned to benefit from the growth in worldwide demand for bandwidth and is a market leader in broadcast video, high–speed optical communications, high definition video surveillance, Thunderbolt active cable transceivers and backplane signal integrity.

Gennum was founded in 1973 and is headquartered in Burlington, Ontario, Canada. Gennum has approximately 450 employees, including more than 240 engineers, and has offices in Canada, Germany, India, Japan, Mexico, Taiwan, the United Kingdom and the United States.

“We are very excited with the acquisition of Gennum Corporation,” stated Mohan Maheswaran, President and Chief Executive Officer of Semtech. “We believe Gennum’s unique signal integrity solutions and highly differentiated 1 Gbps to 25 Gbps optical products combined with Semtech’s leading 40 Gbps and 100 Gbps SerDes portfolio will deliver one of the industry’s most complete and robust portfolios to the communications infrastructure, data communications and enterprise computing segments. Additionally, Gennum’s strong position in video broadcast and the emerging HD video surveillance market broadens and further diversifies Semtech’s portfolio of high-performance analog semiconductors targeted at fast growing markets.”

“We are delighted to join Semtech Corporation, a company with a rich history of great engineering innovation and a strong position in several attractive high-growth markets. After a comprehensive review of Gennum’s strategic options, we are convinced that this is the best avenue to unlock the underlying value for shareholders that has been created by the Gennum team,” said Franz J. Fink, President and Chief Executive Officer of Gennum. “Our employees have been instrumental in building Gennum and will remain a critical component of the combined company as we move forward in the next chapter of our development. Together, Gennum and Semtech will form a stronger company, capable of accelerating growth beyond what would have been possible as separate entities.”

Semtech expects to finance the acquisition through a combination of cash on hand and new bank financing. The company has received a financing commitment of up to US$400 million from Jefferies Finance LLC. The proposed transaction is not subject to a financing condition.

Semtech estimates that the acquisition will result in at least $15 million in annual synergies, which Semtech expects will be achieved in full in Semtech’s fiscal year 2014. Semtech’s management expects that the acquisition will be accretive to non-GAAP earnings per share by more than 20 cents in fiscal year 2013 and more than 40 cents in fiscal year 2014. Semtech will provide further guidance upon the closing of the transaction.

Additional Transaction Details

Under the terms of the Arrangement Agreement, upon closing of the proposed transaction, shareholders of Gennum (“Gennum Shareholders”) will receive CDN$13.55 in cash for each common share of Gennum held. The proposed transaction will be completed through a plan of arrangement under the provisions of the Ontario Business Corporations Act.

The transaction has been reviewed by a Special Committee of the Board of Directors of Gennum and has been unanimously approved by the Board of Directors of Gennum following the unanimous recommendation of the Special Committee. The Board of Directors of Gennum has also unanimously determined that the transaction is fair to its shareholders, that it is in the best interests of Gennum to support the transaction and recommends that the shareholders of Gennum vote in favor of the transaction. The Special Committee and the Board of Directors have received an opinion from Canaccord Genuity Corp. that as of the date of the opinion and subject to the assumptions outlined therein, the consideration payable to Gennum shareholders under the transaction is fair, from a financial point of view.

The Arrangement Agreement contains, among other things, a CDN$19.35 million termination fee payable by Gennum in certain circumstances. Semtech has also been granted a right to match competing proposals.

The transaction will require the approval of at least 66⅔% of votes cast by Gennum Shareholders represented in person or by proxy at a special meeting of Gennum Shareholders (the “Gennum Meeting”), expected to be held in mid-March 2012. In addition to Gennum Shareholders’ approval, the transaction is subject to the satisfaction of certain other closing conditions customary in a transaction of this nature, including the approval of the Ontario Superior Court of Justice, in accordance with Ontario law. The transaction is not subject to the receipt of any regulatory approvals, other than the Ontario Superior Court of Justice approval required to effect an arrangement under Ontario law. The approval of shareholders of Semtech is not required in connection with the proposed transaction.

Gennum anticipates declaring its regular quarterly dividend, prior to the closing date, subject to the discretion of the Board of Directors of Gennum and legal requirements.

Further information regarding the transaction will be contained in an information circular (“Information Circular”) that Gennum will prepare and mail to its shareholders in connection with the Gennum Meeting, with closing expected to occur as soon as practicable after the Gennum Meeting and receipt of final order from the Ontario Superior Court of Justice. Gennum Shareholders are urged to read the Information Circular once it becomes available, as it will contain important information concerning the proposed transaction.

In connection with the proposed transaction, Jefferies & Company, Inc. is acting as exclusive financial advisor to Semtech, Norton Rose Canada LLP is its Canadian legal counsel and O’Melveny & Myers, LLP is its U.S. legal counsel. Canaccord Genuity Corp. is acting as exclusive financial advisor to Gennum, Blake, Cassels & Graydon LLP is its Canadian legal counsel and Skadden, Arps, Slate, Meagher & Flom LLP is its U.S. legal counsel.