SHANGHAI, July 19, 2011 /PRNewswire-Asia-FirstCall/ -- Spreadtrum Communications, Inc. (NASDAQ: SPRD; "Spreadtrum" or the "Company"), a leading fabless semiconductor provider in China with advanced technology in both 2G and 3G wireless communications standards, today announced that it has signed a definitive agreement to purchase Telegent Systems, Inc. ("Telegent"), a provider of semiconductor and software solutions for the reception of live, broadcast television on mobile phones. Spreadtrum does not expect significant impact to either its cash position or operating expenses as a result of the transaction.
"Broadcast mobile TV is a popular feature with consumers in emerging markets, which is a target market segment for Spreadtrum and one in which we are experiencing rapid growth," said Dr. Leo Li, president and chief executive officer of Spreadtrum. "The acquisition of Telegent enhances the value proposition we can deliver to the supply chain serving this market segment from handset manufacturer to end market brand and accelerates our international footprint."
Telegent's technology portfolio delivers more than 70 patents granted or pending and a product line consisting of analog mobile TV ICs, hybrid analog/digital mobile TV ICs, mobile TV internal antenna technology, TV player software, and entertainment services software that enables the delivery of applications and advertising to handsets post-sale. Telegent's newly introduced product line, the TLG12xx series, introduces new innovations to the mobile TV market, including integrated internal antenna technology and a single-chip analog mobile TV receiver with the lowest power consumption and the lowest external bill of materials. Following the acquisition, Spreadtrum will explore integration opportunities with the baseband that deliver further performance and cost benefits.
In connection with the acquisition, approximately twenty hardware and software engineers from Telegent's Shanghai office will join Spreadtrum. The transaction has been approved by the Spreadtrum and Telegent boards of directors and is subject to customary closing conditions, including the approval of Telegent stockholders.
About Telegent Systems, Inc.
Telegent Systems is a fabless semiconductor company that enables the reception of live, free-to-air analog and digital broadcast television in mobile handsets and other portable consumer devices. Telegent's television-on-a-chip solutions solve the long-standing technical challenges that have precluded mobile reception of analog broadcast TV, enabling manufacturers and operators to benefit from the convergence of broadcast TV with mobile and portable devices. Telegent's products are the most widely sold broadcast television solutions for mobile handsets in the world. For more information, visit www.telegent.com.
About Spreadtrum Communications, Inc.
Spreadtrum Communications, Inc. (Nasdaq: SPRD; 'Spreadtrum') is a fabless semiconductor company that develops baseband and RF processor solutions for the wireless communications market. Spreadtrum combines its semiconductor design expertise with its software development capabilities to deliver highly-integrated baseband processors with multimedia functionality and power management. Spreadtrum has developed its solutions based on an open development platform, enabling its customers to develop customized wireless products that are feature-rich to meet their cost and time-to-market requirements. For more information, please visit www.spreadtrum.com.
IRVINE, Calif., July 20, 2011 (GLOBE NEWSWIRE) -- Microsemi Corporation (Nasdaq:MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, announced today that it has made a proposal to the board of directors of Zarlink Semiconductor Inc. ("Zarlink" or "the Company") (TSX:ZL) to acquire all of the outstanding shares of the Company for CAD $3.35 per share in cash.
The proposed transaction has a total equity value of USD $548.7 million based on a fully diluted share count and represents a 40 percent premium to Zarlink's share price as of July 19, 2011, and a 43 percent premium to Zarlink's trailing 30 day average share price. The CAD $3.35 proposal exceeds every Zarlink closing share price over the last five years. Microsemi'sproposal recognizes the recent efforts of Zarlink and its employees to stabilize its business, and provides the opportunity for Zarlink to benefit from Microsemi's management expertise, technology leadership, and sales platform.
Microsemi today has sent a letter to Zarlink's board of directors outlining its proposal (full text of letter is below). This proposal follows several earlier attempts by Microsemi to engage in private discussions with Zarlink, including two written proposals to Zarlink's board of directors. Both proposals, including the most recent one made on June 17, 2011 proposing an all-cash purchase price per share in a negotiated transaction of between CAD $3.25 and $3.55, were rejected by Zarlink without discussion.
"We remain interested in engaging with Zarlink's board to complete a transaction that delivers value to shareholders," said James J. Peterson, Microsemi president and chief executive officer. "We are committed to building and strengthening its business, and believe our proposal provides a superior outcome for Zarlink's shareholders, employees, customers, and the local economy."
The acquisition is expected to be immediately accretive to Microsemi's earnings per share even before the realization of any synergies. Morgan Stanley Senior Funding, Inc. andMicrosemi have executed a financing commitment letter to ensure that the required funds are available to finance the acquisition on an all-cash basis, and Microsemi has retained Stifel Nicolaus Weisel and Morgan Stanley & Co. LLC as its financial advisors.
Headquartered in Ottawa, Canada, Zarlink designs mixed-signal semiconductor products for a range of communications and medical applications. Zarlink offers more than 900 active products, and ships approximately 100 million ICs per year to over 400 customers.
"We believe this proposed acquisition provides considerable growth opportunities, and greatly benefits the shareholders of both companies," added Peterson. "Zarlink's shareholders will receive a substantial premium, in cash, and without execution or macroeconomic risk, while Microsemi's shareholders will benefit from the integration of this highly accretive opportunity."
Microsemi today has also provided updated guidance for the June quarter. Net sales are expected to be at the high end of Microsemi's revenue guidance. Microsemi will report its results on July 28.
Below is the text of the letter that was sent earlier today to the board of directors of Zarlink.
July 20, 2011
Zarlink Semiconductor Inc.
400 March Road
Ottawa, Ontario K2K 3H4
Canada
Attn: Dr. Adam Chowaniec, Chairman of the Board of Directors
Dear Dr. Chowaniec:
Microsemi Corporation is pleased to make a proposal to acquire Zarlink Semiconductor, Inc. ("Zarlink" or "the Company") (TSX: ZL) for CAD $3.35 in cash per share. This represents a premium of 40% to Zarlink's closing stock price as of July 19, 2011, a 43% premium to Zarlink's average closing stock price for the 30 days prior to July 20, 2011 and exceeds every price at which Zarlink's stock has traded during the past five years. We believe this proposal provides your shareholders a far superior economic alternative to the risk adjusted outcomes associated with the Company's standalone prospects. We hope and expect the board will act in the best interests of Zarlink and its shareholders and will agree to enter into private negotiations with us towards a definitive agreement in support of our proposed transaction. Your continued refusal to discuss our proposal compels us to directly inform your shareholders of our attractive proposal.
As you know, we have been trying to engage in private discussions with Zarlink for more than six months. Our first approach to Zarlink was made on January 12, 2011. This approach was met with a series of delays on your end, which we accepted in good faith in pursuit of a friendly transaction. On May 20, 2011, we put forth a written proposal to acquire Zarlink for CAD $3.00 per share in cash, and expressly stated our willingness to consider increasing our proposal if we were able to learn more about Zarlink's potential value through a due diligence process. After 16 days and without the benefit of any substantive dialogue with us, your board rejected this proposal. On June 17, 2011, we sought once more to engage your board, and increased our proposal to a range of CAD $3.25 to $3.55 per share in cash, with the upper end subject to our ability to meet, perform diligence, and confirm certain assumptions. This offer represented a 41% to 54% premium to your closing price on June 17, 2011. Once again, your board rejected this proposal, without discussion with us and without offering any reasons as to why our proposal did not warrant further discussion. Due to the added costs associated with pursuing this transaction in a public manner and the inability for Microsemi to perform diligence, we are prepared today to acquire Zarlink for CAD $3.35 per share. Please note, this represents a premium to the low end of our previous range. Our proposal has been unanimously approved by our Board of Directors.
Morgan Stanley Senior Funding, Inc. and Microsemi have executed a financing commitment letter to ensure that the required funds are available to finance the acquisition on an all-cash basis, and we have retained Stifel Nicolaus Weisel and Morgan Stanley & Co. LLC as our financial advisors. In addition, our Canadian and U.S. legal advisors have analyzed the transaction and do not believe there are regulatory risks that would prevent successful completion in a timely manner.
We recognize the recent actions Zarlink has taken to divest non-core assets and strengthen its business focus. We believe these efforts have been reflected in Zarlink's share price and the premium in our offer. At the same time, we believe Zarlink's ability to create real value through improvements in its underlying business fundamentals will be much more difficult and can be greatly assisted by joining forces with Microsemi.
Microsemi is committed to achieving a transaction that provides a superior outcome for Zarlink's shareholders, employees, customers, and other stakeholders. Your employees are highly valued and are vital to our interest in Zarlink. While you have reduced your workforce recently, we are committed to investing in Zarlink's business to capture future growth opportunities.
Microsemi has a strong track record of growth through strategic acquisitions and a disciplined post-merger integration process allowing for minimal disruption in operations. Over the past 5 years, our highly experienced team has completed 14 acquisitions for total transaction consideration of more than $1.1 billion.
Microsemi is steadfast in its pursuit of a transaction with Zarlink. Your refusal to meet with us delays the ability of your shareholders to receive a substantial all-cash premium. We would prefer to proceed through friendly negotiation; however, please know we stand ready to take all necessary actions to complete this transaction.
We welcome the opportunity to meet with you or any special committee of independent directors in order to negotiate and consummate a transaction, and reiterate our potential to increase our offer to the higher end of our range if given the opportunity to perform diligence and confirm certain assumptions.
Sincerely,
James J. Peterson
President and Chief Executive Officer
SANTA CLARA, Calif.--(BUSINESS WIRE)--Intel Corporation today announced it signed a definitive agreement to acquire Fulcrum Microsystems Inc., a privately held fabless semiconductor company that designs Ethernet switch silicon for data center network providers.
“Intel is transforming from a leading server technology company to a comprehensive data center provider that offers computing, storage and networking building blocks,” said Kirk Skaugen, Intel vice president and general manager, Data Center Group. “Fulcrum Microsystems’ switch silicon, already recognized for high performance and low latency, complements Intel’s leading processors and Ethernet controllers, and will deliver our customers new levels of performance and energy efficiency while improving their economics of cloud service delivery.”
10 Gigabit Ethernet (10GbE) networks are one of the fastest-growing market segments in the data center today. As demand for data continues to increase, there is a growing need for high-performance, low-latency network switches to support evolving cloud architectures and the growth of converged networks in the enterprise. Fulcrum Microsystems designs integrated, standards-based 10GbE and 40 Gigabit Ethernet (40GbE) switch silicon that have low latency and workload balancing capabilities while helping provide superior network speeds.
Cloud computing is driving the convergence of server, storage and network technologies and solutions based around Intel® Xeon® processor solutions. IP Data Center customers need faster and more flexible networking solutions. The acquisition will fulfill an important component in Intel’s strategy to deliver comprehensive data center building blocks, from server processors and technologies to storage and networking.
“Customers in Web, financial services, technical and high-performance computing market segments appreciate the performance advantages Arista offers with our Extensible Operating System combined with switches based on Fulcrum Microsystems silicon,” said Andy Bechtolsheim, founder, chief development officer and chairman of Arista Networks. “Fulcrum Microsystems has architecture capabilities ideal for low-latency applications, and we are excited about the future possibilities of this technology as Fulcrum is acquired by Intel, the world’s largest semiconductor manufacturer.”
Founded in 1999, Fulcrum Microsystems is based in Calabasas, Calif. Additional terms of the transaction were not disclosed. The agreement is subject to the approval of Fulcrum Microsystems shareholders, regulatory approval and satisfaction of customary closing conditions. It is expected to close in the third quarter of 2011.
SUNNYVALE, CA– July 18, 2011 – Maxim Integrated Products (NASDAQ:MXIM) today announced it has acquired SensorDynamics, a privately held semiconductor company that develops proprietary sensor and microelectromechanical (MEMS) solutions. SensorDynamics is based in Lebring, near Graz, Austria.
SensorDynamics holds numerous original patents for MEMS sensor technology. It has devoted over 800 man‐years of research and development to the high‐growth fields of MEMS sensors and associated low power interface and wireless connectivity solutions. Consequently, this acquisition enables Maxim to accelerate expansion in markets where it already has a strong presence including automotive and high‐end consumer.
“Maxim is a recognized leader in analog integration, and this acquisition extends Maxim’s integration strategy by enabling us to fuse many types of sensors with our analog technology. The strategic integration of sensors, analog functions and low power wireless connectivity will allow us to deliver end‐to‐end mixed‐signal solutions that provide our customers with better performance, smaller form factors and lower system costs,” said Tunc Doluca, Maxim’s President and Chief Executive Officer. “The result will be a unique combination of technologies that will eventually enable a whole new generation of intelligent machines. We’re thrilled that SensorDynamics is joining us.”In the near term, this acquisition enables SensorDynamics to focus on its strength in engineering for sensors and MEMS, while utilizing Maxim’s considerable manufacturing, distribution and sales infrastructure. This will quickly make the combined company a leading competitor in the inertial sensor, wireless connectivity and sensor interface markets.
The MEMS‐based sensor market is expected to grow considerably as new applications for sensors are developed. According to market research firm IHS iSuppli, the total market for MEMS‐based sensors is expected to be $7.7 billion in 2011, of which SensorDynamics gyroscope inertial sensor technology addresses about $900 million. IHS iSuppli estimates this specific market will grow at a three‐year compound annual growth rate (CAGR) of 14 percent from 2011 to 2014. Longer term, Maxim will address selected portions of the broader MEMS‐based sensor market.
Sensors convert real‐world signals to analog signals and are a critical, adjacent function to analog semiconductors. They are a natural extension of Maxim’s strength in converting analog signals to digital signals and back to analog. SensorDynamics’ current focus on the automotive market aligns with Maxim’s goal to grow its automotive business. Maxim’s ability to extend SensorDynamics’ sensor technology to the high‐end consumer market is well suited to Maxim’s growth goals and track record of leveraging its own broad intellectual property portfolio to multiple markets.
Maxim is paying approximately $130 million plus the assumption of approximately $34 million in debt to acquire Sensor Dynamics.
About Maxim
Maxim Integrated Products is a publicly traded company that designs, manufactures, and sells high‐performance semiconductor products. The company was founded over 25 years ago with the mission to deliver innovative analog and mixed‐signal engineering solutions that add value to its customersʹ products. To date, it has developed over 6400 products serving the industrial, communications, consumer, and computing markets.
About SensorDynamics
SensorDynamics is a semi‐fabless semiconductor company that focuses on innovative sensor solutions for high volume applications in automotive and high‐end consumer sectors. SensorDynamics develops and supplies fail‐safe micro and wireless semiconductor products for automotive and high‐end consumer key accounts and is certified under ISO/TS 16949. The company acts as a general contractor with in‐house MEMS production and cooperates closely with leading international technology partners. With its headquarters in Lebring near Graz, Austria, SensorDynamics has subsidiaries in Italy and Germany and a world‐wide sales network.
For more information on SensorDynamics and its products, please go to www.SensorDynamics.cc
IRVINE, Calif., July 6, 2011 (GLOBE NEWSWIRE) -- Microsemi Corporation (Nasdaq:MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, today announced it has acquired privately-held ASIC Advantage, Inc.
Known for its technical innovation with high levels of quality and reliability, ASIC Advantage is a fabless semiconductor company that designs and manufactures a broad portfolio of high-performance, high-voltage and radiation-hardened mixed-signal integrated circuit (IC) solutions for the aerospace, automotive, communications, industrial and medical markets. AsASIC Advantage's solutions are complementary to Microsemi's family of product offerings, the combined portfolio allows Microsemi to expand its reach into key markets and provide customers with a wider range of products from a single source.
"I am excited by this acquisition, which further solidifies our ability to serve industries demanding the highest standards of performance," stated James J. Peterson, Microsemi president and chief executive officer. "ASIC Advantage brings an entire portfolio of value-added IC designs targeting multiple core growth markets at Microsemi. While relatively small, this important acquisition offers strong synergy opportunities, enriches our mix and accelerates our growth potential."
Terms of the acquisition were not disclosed. Microsemi plans to discuss this acquisition as part of its third fiscal quarter conference call to be scheduled later in July.
About Microsemi
Microsemi Corporation (Nasdaq:MSCC) offers a comprehensive portfolio of semiconductor solutions for: aerospace, defense and security; enterprise and commercial; and industrial and alternative energy markets. Products include high-performance, high-reliability analog and RF devices, mixed-signal and RF integrated circuits, configurable SoCs, FPGAs, and complete subsystems. Microsemi is headquartered in Irvine, Calif., and has more than 2,800 employees globally.Learn more at www.microsemi.com.
