Tuesday, October 13, 2009

Sigma Designs, Inc. to Acquire CopperGate Communications Ltd.

MILPITAS, Calif. & TEL AVIV, Israel--(BUSINESS WIRE)--Sigma Designs®, Inc. (NASDAQ:SIGM) (“Sigma”) and CopperGate Communications Ltd. (“CopperGate”) today announced that the companies have entered into a definitive agreement for Sigma to acquire CopperGate in a cash and stock transaction with an agreed value of $160 million, net of CopperGate’s cash at the closing of the transaction.

CopperGate is a leading provider of silicon-based modem solutions enabling distribution of broadband digital content over all three types of wires in the home: coax, phone and power. CopperGate solutions are deployed by service providers enabling the delivery of HDTV, VoIP and fast Internet services. CopperGate is headquartered in Tel Aviv, Israel with operations in the U.S. and Taiwan.

The combination of Sigma and CopperGate creates a leading provider of networked home entertainment semiconductor solutions. The companies have highly complementary technology platforms that form a portfolio of end to end solutions. The transaction further strengthens Sigma’s position and expands its footprint with key customers, in addition to enabling cross selling opportunities.

The combination of Sigma and CopperGate is also expected to yield several potential synergies including synergies from leveraging manufacturing know-how and combined wafer sourcing, further SoC integration and combined research and development.

The estimated amount of cash to be paid by Sigma on the closing date is approximately $92 million, plus the amount of cash and cash equivalents estimated to be held by CopperGate at the closing, net of CopperGate transaction expenses and debt outstanding at the closing. In addition, Sigma will issue shares of its common stock to CopperGate shareholders estimated at the time of signing to equal approximately 4.0 million shares.

Sigma has also agreed to pay up to an aggregate of $5.0 million in cash to specified CopperGate employees; provided that the eligible employee remains employed by Sigma and certain milestones are achieved. Sigma will also assume unvested stock options held by CopperGate employees that will become exercisable for approximately 0.5 million Sigma shares when vested in accordance with their existing vesting schedules.

The definitive agreement and the acquisition have been approved by the board of directors of each company. The closing of the transaction remains subject to closing conditions, including the approval of the shareholders of CopperGate and Israeli securities law matters. The holders of over 95% of the outstanding capital stock of CopperGate have executed the definitive agreement. Certain significant shareholders have also agreed to vote their shares in favor of the transaction. The transaction is expected to close in 45 to 60 days. UBS Securities LLC is acting as Sigma’s exclusive financial advisor.

Monday, October 12, 2009

Mentor Graphics and Valor Sign Definitive Merger Agreement

WILSONVILLE, Ore. & YAVNE, Israel--(BUSINESS WIRE)--Mentor Graphics Corporation (NASDAQ:MENT) and Valor Computerized Systems, Ltd. (Prime Standard:VCR) announced today that the two companies have signed a definitive merger agreement for Mentor Graphics to acquire Valor.

About the transaction

Under the terms of the agreement, which was approved by the boards of directors of both companies, Valor shareholders will receive a combination of Mentor Graphics common shares and cash for aggregate consideration of approximately $82 million, equating to approximately $4.60 per Valor share. Subject to satisfaction of regulatory requirements and approval of Valor shareholders, as well as certain closing conditions, the transaction is expected to close during the first calendar quarter of 2010, after which Valor will become a wholly-owned subsidiary of Mentor Graphics. Shareholders owning approximately 50 percent of outstanding shares of Valor have committed to vote in favor of the transaction.

NXP Transfers IP and Development Team to Virage Logic

EINDHOVEN, Netherlands & FREMONT, Calif., Oct 12, 2009 (BUSINESS WIRE) -- NXP Semiconductors and Virage Logic Corporation (NASDAQ:VIRL) today announced a strategic agreement that accelerates NXP's move to high performance mixed signal leadership and further broadens Virage Logic's extensive semiconductor IP portfolio. The agreement calls for the transfer of a part of NXP's advanced CMOS intellectual property rights and certain engineering talent and equipment to Virage Logic. This arrangement includes a long-term licensing and IP development relationship between the two companies, enabling NXP to significantly reduce costs without compromising its design capability. Virage Logic will establish an R&D center in Eindhoven providing on-going support to NXP and developing new products based on the acquired advanced CMOS I/O, analog mixed signal and System-on-Chip (SoC) infrastructure IP. These new products, expected to be commercially available in early 2011, further the company's leadership position as the largest independent IP provider to the semiconductor industry.

This strategic alliance underscores the semiconductor industry's continuing trend for companies to focus on their core competencies while outsourcing non-differentiating elements of their business. This trend has enabled semiconductor companies to increase design concentration on development of their unique technical advantages, thus improving both product development cycle time as well as increasing the breadth of new product features. NXP's decision to select Virage Logic as its trusted IP provider is another step in the company's strategic vision to achieve leadership in high performance mixed signal.

Under the terms of the multi-year agreement, NXP will transfer over 160 employees and the assets associated with selected advanced CMOS libraries, IP blocks and SoC architecture along with other classes of semiconductor IP, including approximately 25 associated patent families. In consideration for the assets, NXP will receive 2.5 million shares of Virage Logic common stock, which will be subject to transfer restrictions, and a share of the future revenue generated by Virage Logic from licensing the transferred IP portfolio. In addition, Virage Logic will provide to NXP services surrounding the transferred IP for a 3.5-year period, and NXP will receive a 3.5 year license to Virage Logic's extensive standard-products semiconductor IP portfolio for all future SoC designs. In consideration for the services and the license of the Virage Logic IP portfolio, NXP will pay Virage Logic $60 million over four years from the closing of the transaction. The companies are targeting a closing in Q4 of this year, pending consultations with employee representatives. The transaction is expected to be accretive in Virage Logic's fourth fiscal quarter of 2010.

Tuesday, October 6, 2009

OPTi 8K - OPTi and VIA Technologies, Inc. Reach Settlement Agreement in Patent Infringement Action

OPTi Inc (OTCBB:OPTI) today announced that it has entered into a Settlement and License Agreement with VIA Technologies, Inc. (“ VIA ”). The agreement dismisses the lawsuit that the Company filed against VIA in the Eastern District of Texas.

On July 3, 2007, the Company announced that it filed a complaint against VIA in the United Stated District Court for the Eastern District of Texas, for infringement of two U.S. patents. The patents at issue in the lawsuit are U.S. patent No. 5,944,807 and U.S. patent No. 6,098,141, both entitled “Compact ISA-Bus Interface.” The complaint alleged that VIA infringes the patents by making, selling, and offering for sale products based on and incorporating the Low Pin Count Interface Specification and inducing and contributing to the infringement of the patents by others.

In exchange for the Company agreeing to dismiss its lawsuit against VIA with prejudice, VIA has agreed to make two payments, totaling $650,000, to OPTi. Winston & Strawn lawyers Michael L. Brody, Taras A. Gracey and Ethan McComb and McKool Smith lawyers Sam Baxter, Kristi Thomas and Jason Cassady represent OPTi. OPTi has settled with seven of the eight defendants in the lawsuit. Its case against Advanced Micro Devices on the Compact ISA-Bus Interface patents remains, with jury selection to occur in August 2010.

Monday, October 5, 2009

Trident Microsystems 8K - Trident Microsystems and NXP to Combine Digital TV and Set-Top Box Businesses

Trident Microsystems, Inc. (NASDAQ: TRID) and NXP Semiconductors today announced that they have signed a definitive agreement whereby Trident will acquire NXP’s television systems and set-top box business lines. Trident would remain fabless with a significant presence in Asia and as a result of the transaction would have a global leadership position in the digital home entertainment market. Under the terms of the transaction, NXP will receive newly issued shares of Trident common stock equal to 60% of the total shares outstanding post-closing, including approximately 6.7 million shares that NXP will purchase at a price of $4.50 per share, resulting in cash proceeds to Trident of $30 million.

“As the fragmented consumer IC market continues to consolidate, the ability to leverage IP across multiple segments is becoming increasingly important due to the R&D investments necessary to deliver leading-edge innovation,” said Sylvia Summers, President and CEO of Trident. “Through this transaction, Trident will become one of the leading global suppliers with the product portfolio, IP and operational infrastructure required to effectively serve the large, high-growth digital home entertainment market.”

Including revenue from the acquired product lines, Trident would have estimated revenue of approximately $500 million in calendar 2009, with approximately 60% attributable to television and 40% to set-top box. Upon closing, Trident will have an extensive portfolio of consumer IP applicable to a range of markets, with over 2,000 granted and in-process patents including motion estimation/motion compensation and conditional access, as well as advanced 45nm SoC technology. The combined product portfolio will enable Trident to offer a broad range of semiconductor solutions to the digital home market, which Trident estimates will reach $5 billion by 2010.

“Success in the consumer business requires a company culture based on rapid decision making, a fast pace of innovation, and a highly competitive cost structure,” stated Summers. “This proposed transaction enables Trident to achieve the economies of scale required to compete in the digital home market, while also taking advantage of our start-up culture and cost-efficient Asia-based engineering and operations. As a result, Trident will be well positioned to address a larger market, accelerate our time to breakeven and achieve our long-term financial objectives.”

In order to drive cost-efficient innovation that is competitive with the industry’s most aggressive consumer IC suppliers, Trident expects to retain a core set of technology centers of excellence in Europe and North America, while growing and leveraging the substantial engineering presence that each of NXP’s Home business unit and Trident already has in Asia. Following the close of the transaction, Trident intends to continue supporting the existing customers and design wins of each company. In addition, Trident plans to develop a converged product roadmap, leveraging the substantial IP of both companies and cost structure of Trident to provide the competitive products required for the next generation of customer designs.

“We believe the consumer IC business is a large, high-growth opportunity, best served by a company dedicated to this market with a highly efficient operating infrastructure,” said Rick Clemmer, President and CEO of NXP. “This proposed combination is the ideal structure to position the considerable technology and market assets of our digital TV and set-top box lines for growth and financial success. As the single largest shareholder in the expanded Trident, NXP can continue to take part in the significant upside opportunity for this business while achieving another major milestone in NXP’s plans to focus and lead in high-performance mixed signal.”
Reaffirming its long-term commitment to the digital home technology market, under the terms of the transaction, the primary shares being issued to NXP would be subject to a lock-up for two years.

Upon closing, Sylvia Summers will remain the CEO of Trident and Christos Lagomichos, EVP of NXP’s Home business unit, will become President. Pete Mangan will remain senior vice president and chief financial officer of Trident. In addition, after closing, NXP and Trident intend to cooperate in the development of complementary end-to-end solutions in other selected high-growth technology areas, including NXP’s car entertainment and silicon tuner product lines. Trident will be fabless and will have the ability to access state-of-the-art technology and manufacturing capacity from NXP’s manufacturing facilities, as well as the partner foundries and subcontractors of both companies. As a result of the terms and conditions agreed between the parties, NXP will account for its investment in Trident under the equity method.

The Boards of Trident and NXP have unanimously approved the agreement and the transactions contemplated by the agreement. The transaction is subject to the approval of the stockholders of Trident, consultations with employee representatives in certain jurisdictions and other customary closing conditions, including regulatory approvals. The transaction is expected to close in the first calendar quarter of 2010.

Trident expects to generate $140 million to $160 million in revenue in the calendar quarter ending June 30, 2010, its first full quarter post-closing, and expects to break even on a non-GAAP operating basis as early as the end of calendar year 2010.

Friday, October 2, 2009

Linear wins ITC Consent Order against Advanced Analogic

MILPITAS, Calif.--(BUSINESS WIRE)--Linear Technology Corporation (Nasdaq:LLTC), a leading supplier of high-performance analog integrated circuits, today announced that the judge issued a consent order against Advanced Analogic Technologies, Inc. (AATI) in Linear’s enforcement proceeding at the U.S. International Trade Commission (ITC). The ITC previously found that AATI violated Section 337 of the Tariff Act by importing voltage regulator chips that infringe claims 2, 3, and 34 of Linear’s U.S. Patent No. 6,580, 258 (‘258 patent). These patent claims protect Linear’s “sleep mode” invention, comprising circuitry that significantly extends battery life for a wide range of portable electronic devices by allowing the device to “sleep” when little power is needed. Specifically, the ITC determined that AATI’s infringing products include AAT1143, AAT1123, AAT1125, AAT1126, AAT2500, AAT2506, AAT2510, AAT2511, and AAT2512. The Commission then issued an exclusion order barring importation of the named semiconductor products and any other AATI chips that infringe Linear’s patent claims.

Thereafter, Linear and AATI cross-appealed the ITC’s decision and the Court of Appeals for the Federal Circuit issued its opinion on May 21, 2009. The Federal Circuit affirmed the ITC’s decision that the AATI 1143 family of products infringe the Linear patent and that claims 2, 3, and 34 are valid and enforceable. Further, the Federal Circuit determined that the AATI 1146 family (an additional 15 AATI products) also infringe the Linear patent and are subject to the exclusion order. The Federal Circuit also vacated the Commission’s non-infringement finding regarding the three remaining products at issue—the AAT1151, AAT1156, and AAT1265 (now subject to the consent order).

The ITC also instituted, at Linear’s request, an enforcement proceeding (currently scheduled for early 2010) to determine whether AATI has violated the exclusion order. AATI has since agreed to a limited exclusion order which the judge presiding over the enforcement proceeding has entered by a consent order on September 9, 2009.

Volterra 8K - Wins injunction against Infineon

FREMONT, Calif., October 1, 2009 — Volterra Semiconductor Corporation (Nasdaq: VLTR), a leading provider of high-performance analog and mixed-signal power management semiconductors, today announced that at a September 30, 2009 hearing, the U.S. District Court granted Volterra’s motion for a preliminary injunction against Infineon Technologies AG, Infineon Technologies North America Corporation and Primarion Inc. (Infineon/Primarion) in a patent infringement lawsuit.

“We are very pleased that the Court granted our motion for a preliminary injunction against Infineon/Primarion,” said Jeff Staszak, Volterra’s President and Chief Executive Officer. “We believe this ruling signals the likelihood of success on the merits of our case against Infineon/Primarion, and validates the strength of our intellectual property position. We will continue to aggressively protect our patent and other intellectual property rights.”

About the Case

Volterra filed a lawsuit against Infineon/Primarion in November 2008 claiming, among other things, that Infineon/Primarion’s PX4640 and PX4650 integrated power products infringe certain Volterra patents. In December 2008, Infineon/Primarion filed certain counterclaims in response to the lawsuit. In July 2009, Volterra filed a motion for preliminary injunction, seeking to stop Infineon/Primarion from marketing or selling these products, on the grounds that they infringe Volterra patents.

The specific terms of the injunction and the Court’s reasoning for its ruling will be provided in a more detailed Court order which is expected to soon be issued.

In addition to the motion for preliminary injunction, Volterra had also filed a motion for partial summary judgment for infringement. Although the Court did not grant this motion at this time, Volterra will have the ability to pursue this motion again at a future date.