Tuesday, December 28, 2010

Arkados to Sell Its Semiconductor Business to STMicroelectronics

PISCATAWAY, N.J., Dec. 28, 2010 (GLOBE NEWSWIRE) -- Arkados (OTCBB:AKDS), one of the pioneers of powerline communication technology, co-founding member of HomePlug Powerline Alliance, and a key player in recent establishment of IEEE 1901 powerline communication standard, today announced that it has entered into a definitive asset purchase agreement to sell its semiconductor business to STMicroelectronics, Inc. STMicroelectronics will pay Arkados $11 million under the agreement, out of which it has already made an initial payment of $7 million in exchange for a license from Arkados. A portion of this payment was applied by Arkados to settle approximately $12 million of $20 million of outstanding secured debt. The parties expect to complete this transaction in the first quarter of 2011.

This critical initial step is part of a major balance sheet restructuring plan that will consist of elimination of nearly its entire $30 million of debt – approximately $20 million of secured debt through a cash settlement and elimination of the nearly $10 million of unsecured debt primarily through the conversion into equity of Arkados.

Upon the completion of the transaction Arkados will focus on development, manufacturing, and sales of consumer electronics and Smart Grid products based on powerline communication semiconductors. Arkados will also continue to provide consulting and development services to existing customers and users of powerline communication semiconductors.

Arkados' President and CEO Oleg Logvinov and Senior Vice President of Engineering Michael Macaluso are transitioned to STMicroelectronics as part of this agreement. (Arkados is reducing its future costs as a result of semiconductor-related employees having resigned from Arkados and transitioned to ST.) Grant Ogata, currently the Executive Vice President of Arkados, will serve as Acting CEO of Arkados. Mr. Ogata, a 30 year veteran of the Consumer Electronic Industry was formerly Vice President of Global Sourcing and Product Development of RadioShack Corporation.

Mr. Ogata commented, "We believe this transaction represents an important new chapter for Arkados, allowing the company to move forward without the previous debt burden, and leverage technology and patents developed by Arkados' team over the past ten years. The growth of the market for products that provide multi-room distribution of multi-media content continues to accelerate. We expect Smart Grid markets to grow rapidly, and we will be able to design and sell unique, reliable products to serve these exciting markets. "

About Arkados, Inc.

Arkados, "the HomePlug Applications Company," delivers a universal platform that enables networking of home entertainment and computer devices using standard electricity lines. The company's system-on-chip solutions are uniquely designed to drive a wide variety of powerline-enabled consumer electronics and home computing products, such as stereos, radios, speakers, MP3 players, computers, televisions, gaming consoles, security cameras and cable and DSL modems. Arkados customers can bring numerous sophisticated, full-featured products to market faster at a lower overall development cost using a single platform: the company's versatile and programmable ArkTIC™ platform. Arkados solutions leverage the benefits of HomePlug Powerline Alliance specifications and can also be used for in-building and to-the-home (BPL) applications. Arkados® is a registered trademark and ArkTIC™ and Direct to Speaker™ are trademarks of Arkados Inc., a wholly owned subsidiary of the Arkados Group, Inc. HomePlug® is a registered trademark of the HomePlug Powerline Alliance, of which Arkados is a member. Other names and brands may be claimed as the property of others. More information can be found at http://www.arkados.com.

Broadcom Completes Acquisition of Gigle Networks Inc.

IRVINE, Calif., Dec. 28, 2010 /PRNewswire-FirstCall/ -- Broadcom Corporation (Nasdaq: BRCM), a global leader in semiconductors for wired and wireless communications, today announced that it has completed the acquisition of Gigle Networks Inc., a privately-held company that develops system-on-a-chip (SoC) solutions for home networking over power lines.

In connection with the acquisition, Broadcom paid approximately $75 million to acquire all of the outstanding shares of capital stock and other rights of Gigle Networks Inc. The purchase price was paid in cash, except that holders of unvested employee stock options will receive Broadcom equity awards. A portion of the cash consideration payable to the stockholders was placed into escrow. Additional consideration was reserved for future payment upon satisfaction of certain performance goals.

Excluding any purchase accounting related adjustments or fair value measurements, Broadcom expects the acquisition of Gigle Networks Inc. to be dilutive by approximately $0.01 per share in 2011.

Monday, December 27, 2010

Irvine Sensors Closes $11.4M Tranche of Financing

COSTA MESA, Calif., Dec. 27, 2010 /PRNewswire-FirstCall/ -- Irvine Sensors Corporation (OTC Bulletin Board: IRSN) today announced that it has closed an initial $11.4 million tranche of a financing. The tranche consists of a sale of approximately 51.8 million shares of common stock for approximately $3.6 million ($0.07 per share), and approximately $7.8 million of five-year notes bearing simple interest of 12% per annum. Irvine Sensors has agreed to seek stockholder authority to increase its authorized capital structure to allow the notes to be converted into common stock, also at $0.07 per share, and should that authority be granted, Irvine Sensors will have the right to force conversion of the notes after two (2) years if the Company's common stock has traded at or above $0.25 per share or more for 30 days.

The investors in this tranche are two private equity firms with existing interests in the field of cyber security, an area in which Irvine Sensors has announced successful third-party test results of its EAGLE-10™ high-speed solution. The investors have committed additional capital to a second tranche of the financing conditioned on stockholder approval for the increased capital structure and certain other conditions.

In connection with the financing, Seth Hamot, the Managing Member of Roark, Rearden & Hamot, General Partner of Costa Brava Partnership III, L.P., the lead investor in the financing, has become Irvine Sensors' new Chairman of the Board. Also joining the Board is Chet White, managing partner of The Griffin Fund, the other institutional investor in the financing. Bill Joll, former President of Velocitude, recently sold to Akamai, and of On2 Technologies, a Google acquisition, has been elected Irvine Sensors' new President and CEO. John Carson, a founder of Irvine Sensors, has become Vice-Chairman of the Board and Chief Strategist. Also joining the board will be Mr. Marcus Williams, former Vice President for Business Development at IT solutions company TechTeam Global, Inc., Mr. Jay Scollins, Chief Financial Officer at Roark, Rearden & Hamot Capital Management, LLC., Mr. Scott Reed, a principal of The Griffin Fund, and Mr. Joll.

Mr. Hamot said, "I am looking forward to working with Bill Joll and John Carson as they point Irvine Sensors in a new direction. Having invested our capital to stabilize the firm, we look forward to immediately building upon Irvine Sensors' long history of successful innovation. Our objective is to turn these cutting-edge technologies into market leading products, and we want to do so quickly. There is much work to be done, but we believe the company is now able to march ahead without distractions."

Mr. White said, "From our experience, it is very unusual to find an enterprise like Irvine Sensors that has breakout potential in two such large and identifiable markets as thermal imaging and cyber security. Based on our industry contacts, we believe that the ramifications of their technology extend well beyond initial military and government applications."

Mr. Joll said, "I've had extensive experience in leading the growth of technology-based companies, but for me, Irvine Sensors is in a class by itself. They already have two potential 'game changers' and the seeds of others as a result of their pioneering developments over the years."

Mr. Carson said, "This is a momentous occasion for us. We believe we have assembled a world-class team to address our world-class opportunities."

The Company plans to schedule a web cast conference call in mid-January to address the transaction and related appointments further. Both Mr. Hamot and Mr. Joll are expected to be available for that conference call.

Irvine Sensors Corporation (www.irvine-sensors.com), headquartered in Costa Mesa, California, is a vision systems company engaged in the development and sale of miniaturized infrared and electro-optical cameras, image processors and stacked chip assemblies and sale of higher level systems incorporating such products. Irvine Sensors also conducts research and development related to high density electronics, miniaturized sensors, optical interconnection technology, high speed network security, image processing and low-power analog and mixed-signal integrated circuits for diverse systems applications.

Wednesday, December 22, 2010

Teledyne Technologies to Acquire DALSA Corporation

THOUSAND OAKS, Calif. and WATERLOO, Ontario – December 22, 2010 – Teledyne Technologies Incorporated (NYSE: TDY) (“Teledyne”) and DALSA Corporation (TSX: DSA) (“DALSA”) jointly announced today that they have entered into a definitive agreement that provides for the acquisition of DALSA Corporation by a wholly-owned subsidiary of Teledyne. Pursuant to the transaction, Teledyne will acquire all of the outstanding common shares of DALSA for CAD $18.25 per share payable in cash. The aggregate value for the transaction is approximately CAD $341 million, taking into account DALSA’s stock options and net cash as of September 30, 2010.

Headquartered in Waterloo, Ontario, DALSA is an international leader in high performance digital imaging and microelectromechanical systems (MEMS) with approximately 1,000 employees worldwide. Established in 1980, DALSA designs, develops, manufactures and markets digital imaging products and solutions, in addition to manufacturing custom MEMS products. DALSA’s imaging products and services include high-resolution, high-performance CCD and CMOS imaging sensors, electronic digital cameras and image processing software for use in industrial machine vision, advanced medical imaging and high resolution aerial and satellite imagery. For the twelve months ended September 30, 2010, DALSA had sales of approximately CAD $201 million.

“Teledyne and DALSA are each acknowledged leaders in digital imaging technology but our product lines and customer bases are almost entirely complementary. For example, DALSA produces among the world’s most advanced visible light imaging sensors and cameras for commercial applications, while Teledyne produces extreme resolution infrared sensors and subsystems primarily for government applications,” said Dr. Robert Mehrabian, Chairman, President and Chief Executive Officer of Teledyne. “The combined strengths of Teledyne’s and DALSA’s leading imaging technologies will allow us to develop new infrared and visible light products that serve our respective markets and customers. Furthermore, DALSA’s custom MEMS capabilities will be augmented by having access to Teledyne’s extensive MEMS research activities and advanced process technologies.

“With the acquisition of DALSA, Teledyne is making a substantial commitment to Canada. We are especially attracted to strong support for research and development and advancement of technology provided by both the Canadian Federal and Provincial Governments of Ontario and Quebec. Finally, following the acquisition of DALSA, and the previously announced divestiture of Teledyne Continental Motors, Teledyne will be transformed into a pure-play electronics, instrumentation and engineering focused company.”

“I view this transaction as a natural evolution for DALSA and a positive development for all DALSA stakeholders including shareholders, employees, executives, local communities, customers and vendors,” commented Dr. Savvas Chamberlain, Chairman of the Board and Founder of DALSA. “The decision to be a part of a larger organization recognizes that in order for DALSA to become a billion dollar company, we need to team up with an industry leader with complementary technologies. Finally, as the founder of the company, I am pleased to see DALSA’s name live on, in its new incarnation as Teledyne DALSA.”

“Being part of the Teledyne team will provide many opportunities for accelerated growth for DALSA,” said Brian Doody, Chief Executive Officer of DALSA. “I am looking forward to working with my existing management and executive team, along with the Teledyne team, as we move forward together in the next stage of the company’s development. As envisioned in the agreement with Teledyne, our principal operations will continue to function in their existing locations. Moreover, Teledyne expects to continue to invest in our technology and business.”

Additional Information About the Transaction
The purchase price payable by Teledyne of CAD $18.25 per common share represents a premium of 27.7 percent over the twenty-day volume weighted average trading price of CAD $14.29 for DALSA common shares on the Toronto Stock Exchange for the period ending December 21, 2010. Holders of approximately 6.4 million DALSA common shares, representing approximately 34.7 percent of DALSA’s outstanding common shares, have entered into support agreements with Teledyne pursuant to which they have agreed to support and vote in favor of the transaction.

The transaction will be carried out by way of a statutory plan of arrangement under the Business Corporations Act (Ontario). The completion of the transaction is subject to, among other things, the approval of shareholders of DALSA representing at least two-thirds of the common shares of DALSA represented at a special meeting of shareholders of DALSA to be called to consider the transaction and Court approval. In addition, the transaction is subject to a number of additional closing conditions, including receipt of required regulatory approvals, as well as other customary closing conditions.

The transaction has been reviewed by a Special Committee of the Board of Directors of DALSA and has been unanimously approved by the Board of Directors of DALSA following the unanimous recommendation of the Special Committee. The Board of Directors of DALSA unanimously recommends that the shareholders of DALSA vote in favor of the transaction. Canaccord Genuity Corp acted as financial advisor to DALSA, and the Special Committee and the Board of Directors have received an opinion from Canaccord Genuity that the consideration offered under the transaction is fair, from a financial point of view, to DALSA’s shareholders.

The definitive agreement contains a termination fee in the amount of approximately CAD $10.2 million, which is payable by DALSA to Teledyne in certain circumstances if the transaction is not completed. The definitive agreement provides that DALSA will call and hold a special meeting of the DALSA shareholders for the purposes of considering the transaction. If all necessary approvals are obtained and the conditions contained in the definitive agreement are satisfied, DALSA and Teledyne expect that the transaction will close in February 2011.

DALSA anticipates declaring a quarterly dividend, consistent with previous practices, prior to the closing date.

Full details of the arrangement and certain other matters will be included in the management information circular of DALSA (the “Information Circular”) which will be filed with the regulatory authorities and mailed to DALSA shareholders in accordance with applicable securities laws. Shareholders may obtain a copy of the definitive agreement, Information Circular of DALSA, and other meeting materials when they become available at www.sedar.com.

This press release is for informational purposes only. It does not constitute an offer to purchase shares of DALSA Corporation or a solicitation or recommendation statement under the rules and regulations of the United States Securities and Exchange Commission.

About Teledyne Technologies
Teledyne Technologies is a leading provider of sophisticated electronic subsystems, instrumentation and communication products, engineered systems, aerospace engines, and energy and power generation systems. Teledyne Technologies’ operations are primarily located in the United States, the United Kingdom and Mexico. For more information, visit Teledyne Technologies’ website at www.teledyne.com.

About DALSA Corporation
DALSA Corporation is an international leader in high performance digital imaging and semiconductors with approximately 1,000 employees worldwide, headquartered in Waterloo, Ontario, Canada. Established in 1980, the company designs, develops, manufactures and markets digital imaging products and solutions, in addition to providing MEMS products and services. For more information, visit DALSA’s website at www.dalsa.com.

Zarlink invests $5M in Multigig

Zarlink Semiconductor (TSX: ZL) and Multigig, Inc. today announced that Zarlink has invested US$5 million as part of a US$10 million Series C financing in Multigig, a fabless semiconductor company that provides advanced clock generation and timing products for the wired and wireless communications markets. CMEA Capital and Sierra Ventures also participated in the financing.

Multigig will use the financing to invest in the continuing development of its RotaryWave™ timing technology. RotaryWave technology delivers clocks with extremely low jitter for high-speed communication applications.

"There is growing demand for new timing technologies for wired and wireless applications," said Kirk Mandy, President and CEO, Zarlink Semiconductor. "Multigig's timing technologies deliver performance, cost and power advantages across a widening range of telecom, communications, networking, server and storage applications."

"Multigig is pleased to have Zarlink as a strategic investor in our Series C financing," said Michael Canning, President and CEO, Multigig, Inc. "Our current products represent a significant advance in timing technology. However, there is much more that we can achieve with RotaryWave in terms of increased integration and improved performance. This Series C financing will help us reach that goal."

About Zarlink Semiconductor
Zarlink Semiconductor delivers world-leading, mixed-signal chip technologies for a broad range of communication and medical applications. The Company's core capabilities include network timing solutions that manage time-sensitive communication applications over wireless and wired networks, line circuits supporting high-quality voice services over cable and broadband connections, and ultra low-power radios enabling new wireless medical devices and therapies. Serving the world's largest original equipment manufacturers, Zarlink's highly integrated chip solutions help customers simplify design, lower costs and reach market quickly. For more information, visit

About Multigig, Inc.
Multigig, Inc. is a fabless semiconductor company that provides advanced next generation clock and timing solutions for the wired and wireless communications markets. Over 30 issued patents protect Multigig's proprietary technology. Visit Multigig online atwww.multigig.com.

NXP divests Sound Solutions product line and Nutune joint venture

EINDHOVEN, THE NETHERLANDS--(Marketwire - December 22, 2010) - NXP Semiconductors (NASDAQ: NXPI) and Dover Corporation (NYSE: DOV) today announced that they have signed a definitive agreement whereby Dover's affiliate Knowles Electronics will acquire NXP's Sound Solutions business, the leading provider of speaker and receiver components for the mobile handset market. The sale of the Sound Solutions business, which for reporting purposes is included in NXP's Standard Products segment, will significantly strengthen NXP's balance sheet while allowing the company to further focus its resources on its core High Performance Mixed Signal business. Under the terms of the agreement, Knowles will acquire Sound Solutions for $855 million in cash. In conjunction with the transaction, NXP and Knowles have agreed to the terms of a strategic relationship whereby NXP will become Knowles' exclusive source for certain High Performance Mixed Signal semiconductors. The transaction is expected to close in the first quarter of 2011.

Knowles is part of the Electronic Technologies segment of Dover and is the world's largest manufacturer of high performance transducers used for hearing aids and other high quality acoustic applications. The Itasca, Illinois-based company also designs, manufactures and assembles MEMS microphones for personal mobile device and communications markets. The combination of Sound Solutions' speaker and receiver business for mobile phones with Knowles' solutions in the hearing aid component and MEMS microphones markets creates a true leader in the micro-acoustics industry.

"Combining the operations of Sound Solutions and Knowles represents another major milestone in our strategy of focusing on High Performance Mixed Signal markets, and it will help to further improve our capital structure," said Rick Clemmer, President and CEO, NXP Semiconductors. "The micro-acoustic components market offers significant growth potential, which can be best achieved through a focused company, dedicated to this market and with a complete suite of complementary products required for a leadership position. We look forward to participating in that growth as a strategic supplier to Knowles going forward."

The revenue of the Sound Solutions business was approximately $255 million in the first three quarters of 2010. About 1,000 Sound Solutions employees, who are currently based in Sound Solutions' headquarters in Vienna, Austria, and its facilities located in Beijing, China, will join Knowles. Existing Sound Solutions customers will continue to be supported under the combined company.

Separately, NXP and Technicolor (NYSE: TCH) (Euronext: TCH) announced that Nutune, a joint venture formed in June 2008 to combine NXP's and Technicolor's can tuner module operations, has been sold to affiliates of AIAC (American Industrial Acquisition Corporation). Nutune, headquartered in Singapore, has 2,950 employees worldwide, including 2,800 manufacturing employees in Batam, Indonesia. The revenue of Nutune was approximately $79 million in the first three quarters of 2010. Details of the acquisition were not disclosed.

Tuesday, December 14, 2010

Altera Acquires Avalon Microelectronics

SAN JOSE, Calif., Dec. 14, 2010--Altera Corporation (Nasdaq: ALTR) announced today it has acquired Avalon Microelectronics Inc., an industry leader in flexible Optical Transport Network (OTN) IP, for use in its FPGA and ASIC products. With the acquisition of Avalon, Altera expands its portfolio of customizable IP solutions for OTN applications, supporting data rates at 1.2G, 2.5G and 10G, as well as 40G and 100G.

“As FPGAs increasingly replace ASICs and ASSPs in the heart of many systems, Altera is delivering more system-level technologies and solutions to our customers,” said Don Faria, senior vice president, Communication and Broadcast Business Division, at Altera. “Avalon has been a key partner for many years and is the sole IP supplier for the 100G OTN solutions implemented in our FPGAs. With its strong system expertise in transmission applications and detailed FPGA knowledge, Avalon has established itself as a key provider to numerous top-tier communications infrastructure OEMs. We are excited to have Avalon join the Altera family.”

As communications network bandwidth requirements grow exponentially to support video data (which comprises over 90% of consumer traffic), service providers need equipment providing flexible provisioning and seamless upgradeability for next-generation standards, such as 100G and 400G. The optical wavelength-division multiplexing (WDM) equipment market is expected to grow from $6.7B to $10.4B, or 56 percent from 2010 to 2014, with 40G and 100G deployments leading the way(1). Because new optical protocol standards are being developed simultaneously with new equipment design, equipment manufacturers require flexible hardware solutions using FPGAs with future cost-reduction paths such as Altera's HardCopy™ ASICs.

“Our customers require flexible OTN solutions that can operate at very high data rates,” said Wally Haas, Avalon's founder and chief technology officer. “Aligning two companies that are leaders in their respective space just makes a lot of sense, and we could not be more pleased joining Altera. Altera's 28-nm and 40-nm product portfolio demonstrates their leadership in high-performance flexible silicon platforms for the communications market. The integration of our two companies' technologies and expertise will dramatically accelerate our communications customers' time to market with next-generation optical networks, as our combined customizable IP enables our customers' differentiation in their market.”

Terms have not been disclosed on the acquisition, which is not a material financial matter for Altera.