Tuesday, March 30, 2010

Microsemi Corporation to Acquire White Electronic Designs Corporation

IRVINE, Calif. and PHOENIX, March 30, 2010 (GLOBE NEWSWIRE) -- Microsemi Corporation (Nasdaq:MSCC), a leading manufacturer of high performance analog mixed-signal integrated circuits and high reliability semiconductors, announced today that it has entered into a definitive agreement to acquire White Electronic Designs Corporation (Nasdaq:WEDC) through a cash tender offer at $7.00 per share for a net transaction value of approximately $100 million, net of White Electronic's projected cash balance at closing.

White Electronic is a leader in design, assembly, and test integration. They have extensive offerings and experience in Multi-Chip-On-Board solutions that are integrated into Defense and Aerospace applications. Their technology integrates surface mount technologies, microelectronics, and Anti Tamper technologies into one solution. Their market focus is where size, weight, and performance create a market advantage. A significant area of market expansion where they have developed unique technology is in the Anti Tamper market. This market is expanding rapidly as every major weapon system now requires this feature.

Anti Tamper technology enables key product offerings in the GPS receiver market for munitions programs such as the accelerated precision mortar initiative (APMI) and the Precision Guided Kit (PGK). These programs meet the urgent operational requirements of the U.S. military in Afghanistan that have highlighted the importance of pinpointing targets using GPS precision-guided munitions. GPS-enabled precision dramatically reduces the 136 meters circular error probable (CEP) of conventional mortars to about 10 meters. Improving the accuracy of mortars and other battery munitions is an important growth opportunity, not only because it reduces unfortunate collateral damage but it also greatly decreases wasteful spending on ordinances which land off target.

"The combination of Microsemi's and White Electronic's product portfolios further extends Microsemi's integrated solution offering in the Defense and Aerospace markets with superior technology and capability," said James J. Peterson, President and Chief Executive Officer of Microsemi Corporation. "White Electronic's chip level hardware solutions delay or obfuscate chip level attacks and mitigate reverse engineering and IP theft. This Anti Tamper capability is greatly needed today in protecting DoD-critical technologies, and especially helpful in enabling foreign military sales."

"The acquisition of White Electronic by Microsemi is designed to deliver excellent value to our shareholders while providing an enhanced platform from which our customers can benefit," said Brian R. Kahn, White Electronic's Chairman. "As such, our board of directors unanimously approved this transaction."

Under the terms of the agreement, Microsemi will commence a cash tender offer to acquire White Electronic's outstanding shares of common stock at $7.00 per share, net to each holder in cash. Upon satisfaction of the conditions to the tender offer and after such time as all shares tendered in the tender offer are accepted for payment, the agreement provides for the parties to effect, subject to customary closing conditions, a merger to be completed following completion of the tender offer which would result in all shares not tendered in the tender offer being converted into the right to receive $7.00 per share in cash. The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of White Electronic's common stock on a modified fully diluted basis and regulatory approvals, and is expected to close in Microsemi's fiscal third quarter, ended June 27, 2010. No approval of the shareholders of Microsemi is required in connection with the proposed transaction. Terms of the agreement were unanimously approved by the boards of directors of both Microsemi and White Electronic.

Microsemi will finance the acquisition using its cash on hand and there will be no acquisition debt incurred in connection with the transaction.

Microsemi expects that there will be significant cost synergies from the transaction and that Microsemi can drive gross profit levels to its own corporate target as Microsemi exits lower margin business, drives a richer product mix, and realizes operational and other cost synergies by Microsemi's fourth fiscal quarter, ended October 3, 2010. Based on current assumptions, Microsemi further expects the acquisition to be $0.08 to $0.12 accretive in its full fiscal year 2011.

Microsemi will further discuss this acquisition and provide general business updates on its second quarter results conference call on April 22, 2010.

Needham and Company, LLC is acting as financial advisor to Microsemi, and O'Melveny & Myers, LLP is acting as legal advisor to Microsemi. Thomas Weisel Partners provided a fairness opinion to Microsemi. Jefferies & Company, Inc. is acting as financial advisor to White Electronic and Wilson Sonsini Goodrich & Rosati, PC is acting as legal advisor to White Electronic.

Friday, March 26, 2010

MoSys Acquires MagnaLynx Inc.

SUNNYVALE, Calif.--(BUSINESS WIRE)--MoSys, Inc., (NASDAQ: MOSY), a leading provider of differentiated, high-density memory and high-speed interface (I/O) intellectual property (IP), today announced that it has acquired MagnaLynx Inc. a developer of high-speed, low-power serial chip-to-chip communications technology.

The acquisition is expected to result in the following benefits to MoSys:

  • Adds innovative low-power SerDes IP, technology and expertise to the expanding MoSys family of product offerings.
  • Expands MoSys’ serial chip-to-chip communications technology and expertise
  • Strengthens MoSys’ SerDes capabilities by adding another very experienced, high caliber analog and mixed-signal development team
Founded in Ames, Iowa in 2003, MagnaLynx specializes in high-performance, low-power SerDes design services and IP cores for network communications and high performance computing applications.

“Becoming the leader and a prime innovator in high-speed SerDes technology as applied to board level serial chip-to-chip communications is a critical part of our growth strategy, for both our IP business and our recently announced Bandwidth Engine™ family of ICs. In June last year, we acquired Prism Circuits, and today I am pleased to announce the addition of the MagnaLynx team to the expanding MoSys family,” said Len Perham, MoSys’ president and CEO. “In addition to expanding our overall SerDes engineering team, MagnaLynx brings us unique expertise and technology in low-power techniques for high-speed SerDes and considerable experience in enabling serial chip-to-chip communications.”

Scott Irwin, MagnaLynx founder and chairman said, “We started MagnaLynx with the vision of bringing revolutionary, high-speed, low-power serial chip-to-chip communications capability to the market. By joining forces with MoSys, it will dramatically accelerate our ability to achieve that vision. The team and I are very excited to join MoSys and look forward to contributing both to the MoSys’ IP business and the Bandwidth Engine IC products.”

The total purchase price is expected to be approximately $5.0 million, including a milestone-based earn-out payment in 2011.

Forward-Looking Statements

This press release may contain “forward-looking statements” about MoSys, including, without limitation, expected benefits from the acquisition of MagnaLynx, benefits and performance expected from use of MoSys’ embedded memory and I/O technologies and Bandwidth Engine ICs, MoSys’ execution and results, market size, growth of MoSys’ business and future markets and future business prospects.

About MoSys, Inc.

MoSys, Inc. (NASDAQ: MOSY) develops serial chip-to-chip communications solutions that deliver unparalleled bandwidth performance for next generation networking systems and advanced system-on-chip (SoC) designs. MoSys’ IP portfolio includes DDR3 PHYs and SerDes IP that support data rates from 1 - 11 Gigabits per second (Gbps) across a variety of standards. In addition, MoSys offers its flagship, patented 1T-SRAM® and 1T-Flash® memory cores, which offer a combination of high-density, low power consumption, high speed and low cost advantages for high-performance networking, computing, storage and consumer/graphics applications. MoSys IP is production-proven in more than 225 million devices. MoSys is headquartered in Sunnyvale, California. More information is available on MoSys' website at www.mosys.com.

About MagnaLynx Inc.

MagnaLynx Inc., headquartered in Ames, Iowa, was formed in 2003 to develop leading edge high-speed serial interface technology focused on chip-to-chip applications.

MoSys, 1T-SRAM and 1T-Flash are registered trademarks of MoSys, Inc. Additionally,, the MoSys logo and Bandwidth Engine are registered trademarks of MoSys, Inc.

Monday, March 22, 2010

Intersil to Acquire Techwell

Intersil Corporation (NASDAQ: ISIL) and Techwell, Inc. (NASDAQ: TWLL) announced today they have entered into a definitive agreement for Intersil to acquire Techwell through a cash tender offer at $18.50 per share. Net of Techwell's cash and equivalents, the transaction values Techwell at approximately $370 million.

Techwell, with over 200 employees in the U.S., China, Japan, South Korea and Taiwan, is a fabless semiconductor company that designs and sells mixed signal video solutions for the security surveillance and automotive infotainment markets. Techwell's products enable the conversion of analog video signals to digital form and perform advanced digital video processing to facilitate the display, storage and transport of video content. Major applications using Techwell products include industrial DVRs, networked video recorders, multiplexers, as well as automotive front consoles, rearview mirrors and rear seat LCD displays.

"Techwell's team and products will expand our leadership in two high-growth industrial markets," said Dave Bell, Intersil's President and Chief Executive Officer. "The addition of Techwell's mixed signal video products will help our customers build solutions that improve performance, reduce overall cost and shorten time-to-market. In addition, the acquisition will significantly increase our overall industrial business, which will become our largest end market at approximately 31% of revenue," continued Mr. Bell.

"We are very excited to join the Intersil family," said Hiro Kozato, Techwell's President and Chief Executive Officer. "This combination will help us deliver a much broader product offering in Techwell's end markets. Intersil's customer relationships will create numerous new opportunities for the combined company," said Mr. Kozato.

The acquisition is expected to be accretive to Intersil's 2010 earnings, excluding one-time costs and other acquisition-related charges.

Tender Offer and Closing
Under the terms of the agreement, Intersil will commence a cash tender offer to acquire Techwell's outstanding shares of common stock at $18.50 per share. Terms of the agreement were unanimously approved by Techwell's board of directors, and Techwell's board has recommended that Techwell shareholders tender their shares into the offer. Techwell's directors, entities affiliated with Technology Crossover Ventures, and certain executive officers of Techwell (in total representing approximately 23% of the outstanding shares) have already agreed to tender their shares into the offer.

Intersil expects to finance the acquisition by issuing debt; however, the transaction is not subject to a financing condition. Intersil has received a financing commitment of $390 million from Morgan Stanley Senior Funding, Inc. in connection with the acquisition. Morgan Stanley is acting as financial advisor to Intersil in connection with the acquisition, and Dechert LLP is acting as Intersil's legal counsel. Deutsche Bank Securities Inc. is acting as financial advisor to Techwell in connection with the acquisition, and Pillsbury, Winthrop, Shaw and Pittman is acting as Techwell's legal counsel.

The acquisition is expected to close during Intersil's second quarter and is subject to customary regulatory approvals and the satisfaction of other transaction conditions including the tender of at least 50% of Techwell's outstanding shares.

Monday, March 8, 2010

Tilera Receives Investment From Broadcom

SAN JOSE, Calif., March 8, 2010 - Tilera® Corporation, developer of extremely high performance multicore processors, today announced that Broadcom Corporation (NASDAQ: BRCM) has made a strategic investment in Tilera, and that Tilera has appointed Nariman Yousefi, Senior Vice President of Infrastructure Technologies at Broadcom, to the Tilera Board of Directors.

“We are very pleased to have added Broadcom as a strategic investor,” said Omid Tahernia, Tilera CEO. “Broadcom is a natural partner for Tilera given their leadership position in providing complete system solutions to a common set of end customers, including in the networking, multimedia, and wireless infrastructure end markets.”

“Tilera’s multicore processors are redefining the category,” said Rajiv Ramaswami, Executive Vice President & General Manager, Broadcom Enterprise Networking Group. “Tilera offers an innovative multiprocessor approach for scalable performance and breakthrough power efficiency.”