Santa Clara, Calif. — March 31, 2009: Trident Microsystems, Inc. (Nasdaq: TRID), a leader in high-performance semiconductor system solutions for the multimedia and digital television (DTV) markets, today announced that it has entered into a definitive agreement with Micronas Semiconductor Holding AG (SIX Swiss Exchange: MASN) to acquire selected assets of the frame rate converter (FRC), demodulator and audio product lines of Micronas’ Consumer Division. The consideration payable to Micronas will consist of 7.0 million shares of Trident common stock and warrants to acquire up to 3.0 million additional Trident shares.
Under the terms of the agreement, Trident will acquire products, technology and intellectual property used in Micronas’ FRC line of frame rate converters, the DRX line of demodulators and all of the Micronas audio processing products. Upon completion of the acquisition, we expect our total headcount to increase by approximately 150 employees located throughout the world. Following the close of the transaction, Trident will have new design centers in Munich and Freiburg, Germany, as well as Nijmegen, The Netherlands and expects to establish its European headquarters in Munich. In connection with the acquisition, Trident will issue 7.0 million common shares to Micronas, which are valued at approximately $10 million, based on the closing price of Trident common stock on Tuesday March 31, 2009. Trident will also issue warrants to Micronas to acquire up to 3.0 million additional Trident shares. One million warrants will vest on each of the second, third and fourth anniversaries of the closing of the acquisition, with exercise prices of $4.00 per share, $4.25 per share and $4.50 per share, respectively. If not yet exercised, the warrants will expire on the fifth anniversary of the closing of the acquisition. Upon closing, Micronas will own approximately 10 percent of Trident, without giving effect to the exercise of the warrants or any other dilutive securities. The transaction is expected to close in the fourth quarter of Trident’s fiscal year, ending June 30, 2009, and remains subject to the satisfaction of closing conditions contained in the definitive agreement, including certain regulatory approvals.
Union Square Advisors LLC acted as exclusive financial advisor to Trident. DLA Piper LLP and Schellenberg Wittmer served as legal counsel to Trident.