skip to main |
skip to sidebar
PHOENIX, Ariz., U.S. and TOKYO, JAPAN – July 15, 2010 (JST) – ON Semiconductor Corporation (Nasdaq: ONNN ) and SANYO Electric Co., Ltd. (TSE: 6764 ), today announced the signing of a definitive purchase agreement providing for the acquisition of SANYO Semiconductor Co., Ltd ., a subsidiary of SANYO Electric, and other assets related to SANYO Electric’s semiconductor business, by ON Semiconductor in a cash and stock transaction with a purchase price of approximately $366 million (¥33.0 billion), subject to adjustment pursuant to the terms of the transaction. Based on the most recently completed quarter, SANYO Semiconductor’s annualized revenue was approximately $1.2 billion and the annualized revenue of the combined entity would be approximately $3.5 billion. The acquisition is expected to be completed before the end of 2010.
Transaction Highlights:
- Highly complementary products, customers and geographic regions
- Expected to provide SANYO Semiconductor customers with access to advanced front-end mixed-signal and analog manufacturing, and ultra high volume back-end facilities
- Expected to provide ON Semiconductor with access to market-leading Japanese and Asian customers
- Significant efficiency gains expected through optimization of manufacturing, process technology platforms and efficient capital investments
- Transaction is expected to be accretive to ON Semiconductor non-GAAP EPS approximately 12 months after closing
“The pending acquisition of SANYO Semiconductor is another significant step by ON Semiconductor to solidify its position as a premier global supplier of high-performance, energy efficient silicon solutions with increased manufacturing scale and an expanded addressable market,” said Keith Jackson, president and CEO of ON Semiconductor. “By combining these two highly complementary businesses, we will be better positioned to capture growth on a global scale. We believe the union of ON Semiconductor and SANYO Semiconductor will greatly enhance our presence in the automotive and consumer end-markets and significantly strengthen our geographic presence in the Asia-Pacific region. Strategically, this acquisition is expected to provide us with increased access to an important part of the global semiconductor market—the Japanese market, where SANYO Semiconductor has a more than 50 year operating history, and a longstanding presence at leading electronics manufacturers.”
This acquisition will expand and strengthen ON Semiconductor’s product portfolio, adding new capabilities ranging from microcontrollers and custom Application Specific Integrated Circuits (ASICs) to integrated power modules and motor control devices for the consumer, automotive and industrial end-markets.
“Having completed seven acquisitions, ON Semiconductor has a proven track record of successfully integrating acquired businesses, and realizing manufacturing and operational efficiencies,” said Jackson. “While ON Semiconductor has had a manufacturing and sales presence in Japan for more than a decade, this acquisition is an exciting move on our part to wholeheartedly enter the Japanese market. Customers of both SANYO Semiconductor and ON Semiconductor will benefit from what will become the combined expertise of talented engineering, manufacturing, sales, service and supply chain teams. We value SANYO Semiconductor’s customer knowledge and understanding, and look forward to building upon these important longstanding relationships. Our goal is to continue the structural transformation efforts begun by SANYO Electric. We welcome SANYO Electric as a shareholder and hope to build a collaborative long-term relationship.”
Teruo Tabata, president of SANYO Semiconductor, added, “There will be no change in the strategy as far as technology is concerned, as both companies specialize in analog technology. Instead, following the acquisition by ON Semiconductor, new opportunities to introduce both companies’ existing products in our newly combined markets will be available. We can also expect to expand the consumer base and further grow the business by offering complementary products and services to each other. In addition, we can expect further business development by strengthening product competitiveness through ON Semiconductor’s superior cost control measures in a value-added supply chain.”
Transaction Details
Pursuant to the terms of the agreement, which has been approved by the boards of directors of both ON Semiconductor and SANYO Electric, SANYO Electric is expected to receive approximately $129 million (¥11.6 billion) in cash and approximately $238 million (¥21.4 billion) worth of ON Semiconductor common stock, expected to equal approximately 7 to 8 percent of ON Semiconductor’s fully diluted shares outstanding, subject to adjustment at closing. ON Semiconductor has the right to replace the stock consideration with cash at closing.
The transaction is subject to various closing conditions and regulatory approvals. The companies expect the transaction to close before the end of 2010. ON Semiconductor expects to incur deal costs and record charges related to the transaction. The amount of these charges has not yet been determined.
“In addition to the strategic benefits, we believe that the acquisition provides significant financial opportunities,” said Donald Colvin, ON Semiconductor executive vice president and CFO. “Although semiconductor valuations are currently depressed, we believe we have acquired the business for an agreeable price, with negligible dilutive impact to ON Semiconductor in the near term, and do not foresee the need for additional debt financing at this time. SANYO Semiconductor operates at approximately break-even today. Based on current revenue run rates, our goal is to deliver in excess of $30 million in pre-tax income on a quarterly basis from SANYO Semiconductor approximately eighteen months after closing the transaction. In addition, we expect that the acquisition will be accretive to ON Semiconductor’s non-GAAP earnings per share approximately twelve months after closing.”
ON Semiconductor plans to continue and expand upon the structural transformation initiated by SANYO Electric. SANYO Electric has agreed to support its original business transformation plan to restore SANYO Semiconductor’s profitability. SANYO Electric has also agreed to support ON Semiconductor’s future efforts to further improve SANYO Semiconductor’s manufacturing and operations.
For ON Semiconductor’s second fiscal quarter ended July 2, 2010, the company expects that both revenues and earnings will be in line with the guidance provided in the company’s first fiscal quarter 2010 earnings release which was announced on May 5, 2010. Further details of the company’s second quarter 2010 results will be made available on our regularly scheduled conference call on August 4, 2010.
GCA Savvian Advisors, LLC acted as exclusive financial advisor and Morrison & Foerster LLP acted as legal counsel to ON Semiconductor. Nikko Cordial Securities Inc. acted as exclusive financial advisor and Nagashima Ohno & Tsunematsu acted as legal counsel to SANYO Electric.
SAN JOSE, Calif., June 23 /PRNewswire-FirstCall/ -- Monolithic Power Systems (MPS) (Nasdaq: MPWR), a leading fabless manufacturer of high-performance analog and mixed-signal semiconductors, today announced the U.S. International Trade Commission issued a final determination finding no violation of Section 337 by MPS or its customers in an action brought by O2 Micro International, Ltd. in 2008. An ITC administrative law judge had previously issued an initial determination in April that also found no violation. The ITC's final determination concludes that none of MPS' accused products infringe O2 Micro's U.S. Patent No. 7,417,382 (the '382 patent).
In a related district court action, which is pending in the United States District Court for the Northern District of California, O2 Micro has filed a motion to dismiss its claims for infringement of the '382 patent, with prejudice, and has covenanted not to sue MPS or any MPS distributors or customers for infringement of the '382 patent based on any past and current MPS products. MPS expects to seek attorney fees against O2 Micro once the judgment is entered dismissing the action.
MPS is represented in this case by Finnegan, Henderson, Farabow, Garrett & Dunner LLP and Latham & Watkins LLP. MPS trial counsel includes Smith Brittingham, Dean Dunlavey, Lionel Lavenue, Mark Flagel, Darren Jirron, Scott Mosko and Franklin Kang.
SANTA CLARA, Calif., June 21 /PRNewswire-FirstCall/ -- National Semiconductor Corp. (NYSE: NSM) today announced it has acquired the technology of GTronix, a fabless semiconductor company specializing in programmable and adaptive analog sensory processing technology.
GTronix's solutions enhance audio user-interface and voice processing and are well suited for applications where small form factor, low power, low latency and undistorted signals are critical. Its proprietary technology provides very low power solutions for noise cancellation in mobile applications such as wireless handsets and audio accessories.
For more than 50 years, National Semiconductor has been a world leader in analog technology. Its vast portfolio of analog products includes acoustic integrated circuits and subsystems, which enable high-fidelity sound in a myriad of electronic systems. National's audio product portfolio includes the energy-efficient Boomer™ audio amplifier, which has been adopted by numerous wireless handset customers, including global leaders in the personal mobile device market.
GTronix is based in Fremont, Calif.
Terms of the transaction are not being disclosed.
IRVINE, Calif., June 17 /PRNewswire-FirstCall/ -- Broadcom Corporation (Nasdaq: BRCM), a global leader in semiconductors for wired and wireless communications, today announced its subsidiary, Broadcom International Ltd., has agreed to terms with the board of Innovision Research & Technology PLC, (a company listed on the Alternative Investment Market of the London Stock Exchange: INN), to make an all-cash offer to acquire all of the issued and to be issued shares of Innovision. Innovision is a leader in near-field communication (NFC) technology.
Under the terms of the offer, Innovision shareholders will receive Pounds Sterling 0.35 (approximately $0.52) per share in cash for each Innovision share held, representing a total equity value of approximately $47.5 million based on current exchange rates. This offer represents a 84.2% premium above the closing price of Innovision common stock on June 17, 2010. Broadcom expects to close the acquisition of Innovision in the third quarter of 2010.
HAUPPAUGE, N.Y.--(BUSINESS WIRE)--SMSC (NASDAQ: SMSC), a leading semiconductor company creating valued connectivity ecosystems, today announced that it has acquired Wireless Audio IP B.V. (“STS”), a fabless designer of plug-and-play wireless solutions for consumer audio streaming applications, including home theater, headphones, LED TVs, PCs, gaming and automotive entertainment. Customers include many of the industry’s leading consumer and PC brands. STS’s robust, low latency digital audio baseband processor and integrated module solutions are highly complementary to SMSC’s Kleer® wireless audio products. Together, the STS and Kleer teams intend to collaborate on developing best-in-class baseband processor and audio networking solutions that allow end users to enjoy state-of-the-art entertainment in the home, in the car or on the go.
“We are excited about the expansion of SMSC’s wireless audio product portfolio with the acquisition of STS,” said Christine King, President & Chief Executive Officer of SMSC. “The growth potential in the wireless audio market is significant as this technology is no longer just a unique application for audio enthusiasts. With this technology, we are enabling a new experience with high quality, untethered digital stereo audio transmission when listening to music, watching movies on a PC or TV and for playing videogames. We believe we are well positioned to build our market position now that we have assembled the technology and talent of two of the industry’s leading designers of wireless audio.”
Founded in 2003, STS has developed patented custom audio processing technology that is universal and highly scalable from previous generations, creating easy and efficient design environments for customers. Its wireless platform has shipped in millions of units of customer product deployed in a wide array of consumer applications. STS is headquartered in Amsterdam, The Netherlands, with offices in Singapore and China.
SMSC expects Kleer and STS to contribute approximately $15 million in revenue in fiscal 2011 and the acquisitions are expected to be neutral to slightly accretive during SMSC’s current fiscal year 2011. Under terms of the share purchase agreement, SMSC paid $22 million in cash and additional cash payments of up to $3 million may occur upon achievement of certain performance goals. The acquisition closed on June 14, 2010.
MOUNTAIN VIEW, Calif., June 10 /PRNewswire-FirstCall/ -- Synopsys, Inc. (Nasdaq: SNPS), a world leader in software and IP for semiconductor design, verification and manufacturing, and Virage Logic Corporation (Nasdaq: VIRL), a leading independent provider of semiconductor intellectual property (IP) for the design of complex integrated circuits, today announced they have signed a definitive agreement for Synopsys to acquire Virage Logic. Virage Logic's offering will complement Synopsys' DesignWare® interface and analog IP portfolio by adding embedded memories with test and repair, non-volatile memories (NVMs), standard cell libraries, and programmable cores for control and multimedia sub-systems. With this acquisition, Synopsys will strengthen its ability to help design teams achieve their system-on-chip (SoC) development goals by providing them with a more comprehensive portfolio of production-proven, high-quality IP and excellent worldwide technical support.
Under the terms of the agreement, Synopsys will pay $12.00 cash per Virage Logic share, resulting in a transaction value of approximately $315 million, or approximately $289 million net of cash acquired. The transaction is subject to regulatory and Virage Logic shareholder approval, as well as other customary closing conditions.
The boards of directors of both companies have approved the transaction, and Virage Logic President and CEO Alex Shubat will join Synopsys. After the closing, Virage Logic will become part of Synopsys, and Virage Logic stock will cease trading. The transaction is expected to close in the fourth quarter of Synopsys' fiscal 2010. Therefore, Synopsys anticipates the transaction to be neutral to non-GAAP earnings per share in fiscal 2010, and accretive in fiscal 2011.
"With more functionality being integrated into a single device, high-quality IP continues to be key for enabling designers to reduce integration risk and speed time-to-market," said Dr. Aart de Geus, chairman and CEO at Synopsys. "Bringing Synopsys and Virage Logic together broadens our portfolio and builds on two very strong technical teams. It is also in line with what so many customers are looking to Synopsys to address: a way to quickly incorporate standard functions into their SoCs so they can focus on developing differentiated products."
"When I co-founded Virage Logic in 1996, it was with the belief that a semiconductor IP company could provide the technically superior building blocks that the industry needed to accelerate development of high quality, cost-effective end products," said Dr. Alex Shubat, president and CEO of Virage Logic. "Today, the transition to a fabless, or 'fab-lite' model, coupled with the explosion in SoC product development costs at the advanced process nodes, has resulted in an escalating need by the semiconductor manufacturers for production-proven IP. By joining forces with Synopsys' impressive engineering team and by gaining access to their global channel, we will be able to accelerate the development and delivery of our broad product offering to help customers meet their design-for-profitability goals. I am excited to join Synopsys to further my original vision."
MOUNTAIN VIEW, Calif., June 10 /PRNewswire-FirstCall/ -- Synopsys, Inc. (Nasdaq: SNPS), a world leader in software and IP for semiconductor design, verification and manufacturing, today announced it has acquired technology, engineering resources and other assets of Synfora, Inc., a provider of C/C++ high-level synthesis tools used to design complex systems-on-chips (SoCs) and FPGAs. The asset acquisition strengthens Synopsys' position in system-level design and verification and enhances the company's FPGA-based prototyping solutions.
Synfora's technology enables designers to quickly create and synthesize IC building blocks starting from a description written in the C or C++ programming language. The advantages of Synfora's technology, including high capacity and quality of results for performance, area and power, are production-proven in leading-edge designs. Customers who have adopted Synfora's tools have experienced the benefits of the technology for their FPGA and SoC designs through integration with Synopsys' Synplify® Premier synthesis and Galaxy™ Implementation Platform.
"This acquisition adds proven C/C++ high-level synthesis technology to our system-level solutions portfolio and broadens Synopsys' comprehensive solutions for block creation and optimization," said Joachim Kunkel, senior vice president and general manager of the Solutions Group at Synopsys. "It underscores Synopsys' clear commitment to being the leading EDA supplier of system-level solutions for SoC design, software development, hardware/software integration and system validation."
The terms of the deal, which closed today, have not been disclosed.
Posts
