Thursday, December 31, 2009

Silicon Storage Technology 8K - Going private or still in play?

Link to the original story.

Pursuant to that certain Agreement and Plan of Merger, between and among Silicon Storage Technology, Inc., or SST, Technology Resources Holdings, Inc. and Technology Resources Merger Sub, Inc., dated November 13, 2009, or the Merger Agreement, SST was permitted until 11:59 p.m. California time on December 28, 2009 to engage in a “go-shop” process. As part of the “go-shop” process, the Strategic Committee of SST’s Board of Directors, with the assistance of independent financial and legal advisors, contacted over 140 prospective buyers, several of whom have been designated by the Strategic Committee as an “Excluded Party” as defined in the Merger Agreement. By designating each party as an Excluded Party, SST is permitted to continue discussions with each of these parties with respect to a non-binding indication of interest submitted by such Excluded Party. Technology Resources Holdings, Inc. has notified the Strategic Committee that it disagrees with the designation of such parties as Excluded Parties under the Merger Agreement.

SST has not received any binding offers and has not reached a definitive agreement with any Excluded Party. Investors and shareholders are cautioned that SST may not receive a definitive binding offer, negotiate a definitive agreement or consummate a transaction with any Excluded Party as a result of these discussions. SST does not anticipate making further public disclosure with respect to any Excluded Party unless and until a definitive agreement has been reached or such disclosure is otherwise required by law.

The Merger Agreement is filed as Exhibit 2.1 to our Current Report on Form 8-K, dated November 13, 2009, as filed with the Securities and Exchange Commission, or SEC, on November 13, 2009.

Wednesday, December 30, 2009

Tessera Technologies - 8K ITC Issues Final Notice in DRAM Action

SAN JOSE, Calif. - Dec. 29, 2009 - Tessera Technologies, Inc. (NASDAQ: TSRA) announced today the International Trade Commission (ITC) issued a notice of its final determination in the action brought by Tessera against certain DRAM manufacturers, affirming that Tessera's three asserted patents are valid. The ITC, however, determined among other things that the methodology used by Tessera's expert was insufficient to prove infringement by the respondents of two of the asserted patents. As to the third patent, the notice indicates that infringement was proven as to some but not all of the accused products, but that, due to patent exhaustion, there was no violation of Section 337. The action is Investigation No. 337-TA-630 (DRAM ITC action). Tessera has not yet received the Commission's Final Determination itself and, therefore, does not yet know the details of any reasoning behind the ITC's conclusions.

"Once again, the ITC affirmed the validity of our asserted patents. We are disappointed, however, with the determinations regarding our infringement methodology and patent exhaustion," said Henry R. Nothhaft, president and CEO of Tessera. "We will have an opportunity to appeal this ruling and are already reviewing other avenues open to us to ensure we are fully compensated for use of our technology. We continue to work closely with our licensed customers who are benefitting from their use of our patent portfolio, valuable know-how and trade secrets."

The respondents in the DRAM ITC action include Acer, Inc., Centon Electronics, Inc., Elpida Memory, Inc., Kingston Technology Co., Inc., Nanya Technology Corporation, Powerchip Semiconductor Corp., ProMOS Technologies Inc., Ramaxel Technology Ltd., and Smart Modular Technologies, Inc. Tessera asserted infringement of three Tessera patents, U.S. Patent No. 6,133,627 ('627) , U.S. Patent No. 5,679,977 ('977), and U.S. Patent No. 5,663,106 ('106).

Tuesday, December 15, 2009

Intersil to Acquire Rock Semiconductor

MILPITAS, CA and SHANGHAI, CHINA--(Marketwire - December 15, 2009) - Intersil Corporation (NASDAQ: ISIL), a world leader in the design and manufacture of high-performance analog and mixed-signal semiconductors, today announced that it has signed a definitive agreement to acquire Rock Semiconductor, a privately-held, fabless semiconductor company with technology leadership in highly integrated power management ICs.
Rock Semiconductor provides high-performance analog and mixed-signal integrated circuits for wireless, audio, video and data communications solutions. Rock's products are primarily used in the consumer end market in applications such as cellular phones, personal navigation devices, portable multimedia players and other types of popular consumer electronics products.

"Rock Semiconductor's products are a perfect fit with Intersil's rapidly expanding portfolio of power management, audio and communications ICs," said Dave Bell, Intersil's CEO. "In addition, the acquisition of Rock will immediately give Intersil a greatly expanded presence in the burgeoning local Chinese market."

"We are delighted to join the Intersil team," said Ye Song, General Manager, Rock Semiconductor. "Having access to Intersil's global network of engineering, manufacturing and marketing resources will accelerate our time-to-market for new products and enable the combined companies to penetrate new markets even faster."

Rock has design centers in Shanghai and Wuhan, China. "Intersil is committed to expanding its business through both organic growth and strategic acquisitions," said Dave Bell. "Rock's team of highly experienced analog and mixed-signal design engineers will immediately increase our design capability and ability to serve hundreds of Chinese and global customers."

Monday, December 14, 2009

ON Semiconductor to Acquire California Micro Devices for $4.70 per Share in an All-Cash Tender Offer

PHOENIX & MILPITAS, Calif.--(BUSINESS WIRE)--ON Semiconductor (Nasdaq:ONNN) and California Micro Devices (Nasdaq:CAMD) today announced the signing of a definitive merger agreement pursuant to which ON Semiconductor will acquire California Micro Devices (CMD) through a cash tender offer of $4.70 per share. With net cash, cash equivalents and short-term investments of approximately $45 million at the end of November 2009, the transaction value of CMD represents an enterprise value of approximately $63 million and an equity value of approximately $108 million, based on common stock outstanding and issued. The proposed transaction and related merger agreement have been approved by each company’s board of directors.

“The acquisition of California Micro Devices will significantly strengthen our offering of application specific integrated passive (ASIP) devices to protect products in the wireless, computing and consumer electronics end-markets,” said Keith Jackson, ON Semiconductor president and CEO. “In addition, CMD’s expertise in protection solutions for the high brightness LED (HBLED) market, as well as their strengths in LC-based EMI (electromagnetic interference) filtering and low capacitance ESD (electrostatic discharge) protection, complement our existing portfolio of protection and lighting solutions. With technology and process development expertise in ESD and EMI protection, CMD is highly differentiated in the marketplace – as demonstrated by their strong relationships with leading global customers across multiple large and growing applications. Combined with ON Semiconductor's global sales channel footprint and effective channels of distribution, we expect to be able to support a broader and deeper penetration of CMD’s overall product portfolio with market-leading customers. This should enable us to accelerate revenue growth for CMD’s products and increase market share. We also believe CMD’s products and operations will benefit from ON Semiconductor’s world-class manufacturing capabilities.”

“California Micro Devices becoming a part of ON Semiconductor represents a compelling opportunity for our customers, employees and shareholders,” said Robert Dickinson, president and CEO of CMD. “To compete successfully in today’s global marketplace, size and scale are very important so we are pleased to become part of a leading global company in the semiconductor sector. Combining our leading-edge protection technology with ON Semiconductor’s world-class operational capabilities, supply chain and global customer and channel footprint will enable CMD’s products to better penetrate the mobile, consumer, laptop and lighting end-markets.”

Transaction Details

Under the terms of the agreement, which has been approved by both boards of directors, ON Semiconductor will commence a tender offer no later than December 29, 2009, to purchase all of the outstanding shares of CMD’s common stock for $4.70 in cash. The closing of the tender offer is subject to customary conditions, including the tender of a number of shares that constitutes at least a majority of CMD’s outstanding shares of common stock on a fully diluted basis as further described in the merger agreement. The agreement also provides that the parties effect, subject to the satisfaction or waiver of customary conditions, a merger following the completion of the tender offer, which will result in all shares of CMD common stock not tendered in the tender offer being converted into the right to receive the same $4.70 per share in cash paid in the tender offer. ON Semiconductor will finance the acquisition using existing cash resources and the closing of the transaction is not contingent on the receipt of financing. The companies expect the transaction to close in the first quarter of 2010.

Upon closing, ON Semiconductor may record a one-time charge for purchased in-process research and development expenses and other deal related costs. The amount of that charge, if any, has not yet been determined.

“This acquisition is directly aligned with both our strategic and financial goals,” said Donald Colvin, ON Semiconductor executive vice president and CFO. “The transaction value represents approximately 1.6 times trailing twelve month sales plus cash. We also believe ON Semiconductor’s operational strengths will significantly benefit the revenue and margin potential of CMD. Given the significant synergies we expect to realize from this combination, we anticipate that the acquisition will be accretive to earnings per share within the first year post the transaction close. We intend to provide further details on the acquisition and our fourth quarter 2009 results on our regularly scheduled quarterly earnings conference call in February 2010.”

GCA Savvian Advisors, LLC acted as exclusive financial advisor to ON Semiconductor and is acting as the dealer manager for the Tender Offer. DLA Piper US LLP acted as legal counsel to ON Semiconductor. Pillsbury Winthrop Shaw Pittman LLP acted as legal counsel and Needham & Company LLC provided a fairness opinion to California Micro Devices.

Monday, December 7, 2009

IXYS Announces Acquisition of Zilog

BIEL, Switzerland & SAN JOSE, Calif.--(BUSINESS WIRE)--IXYS Corporation (NASDAQ:IXYS), a market leader in power semiconductors and specialized mixed signal IC products, today announced that it has entered into a definitive agreement to acquire Zilog, Inc. (NASDAQ: ZILG), a trusted supplier of application specific, embedded microcontroller units (MCUs) that are system-on-chip (SoC) solutions for industrial and consumer markets. Under the terms of the agreement, IXYS will acquire all of Zilog’s outstanding common shares for $3.5858 per share in cash, or approximately $62.4 million. The acquisition is subject to the approval of Zilog shareholders and other customary closing conditions. The transaction is expected to be completed during the quarter ended March 31, 2010.

The combination of the two companies with complementing technologies will allow IXYS and Zilog to leverage analog power management with digital control. Zilog has a focused MCU business with technologies that will complement IXYS’ product portfolio. IXYS has a broad based and diversified range of products geared toward industrial, telecommunications, medical, automotive, alternative energy and consumer applications. By introducing MCUs that enable digital power management and embedded control, IXYS will be able to create more cost-effective system integration solutions for its diversified customer base.

IXYS expects to increase its penetration in the automotive electronic and electric market by producing cost-effective integrated product offerings, including the power semiconductors, driver ICs and Zilog MCUs that are essential for automotive controls and driving displays. In IXYS’ prime industrial market, IXYS plans to deploy MCUs that are suited for motor control, power control and automation. In the telecommunications and security industries, Zilog’s MCUs complement IXYS’ ICs, which can be deployed in modems, VOIP, FIOS and automated alarm systems. For the medical market, the Zilog MCU platform complements IXYS’ power and IC products in defibrillators, imaging and diagnostics. Additionally, the recently expanded IXYS products for LED lighting and display, which require digital power control, will benefit in the market from the availability of complementary MCUs. MCU product offerings will be expanded to include low-power and sensing technologies for energy management applications, including smart lighting and intrusion detection.

In addition to expanding market opportunities, the acquisition will allow IXYS and Zilog to pool R&D resources, leverage economies of scale, reduce manufacturing costs and streamline and integrate operational and support costs. Over time, the integration is expected to result in improved financial results for the combined organization.