Monday, January 23, 2012

Semtech to Acquire Gennum

CAMARILLO, Calif. & BURLINGTON, Ontario--(BUSINESS WIRE)--Semtech Corporation (Nasdaq: SMTC), a leading supplier of analog and mixed-signal semiconductors, and Gennum Corporation (TSX:GND), a leading supplier of high speed analog and mixed-signal semiconductors for the optical communications and video broadcast markets, today announced they have entered into a definitive arrangement agreement (“Arrangement Agreement”) for Semtech to acquire all of the outstanding shares of Gennum for a total consideration of approximately CDN$500 million (approximately US$494 million based on the exchange rate on January 20, 2012 of CDN$0.9868 to US $1.00).

Semtech management believes the acquisition of Gennum will extend Semtech’s leading portfolio of infrastructure products to the metro, access and enterprise computing markets and will enable Semtech to provide its customers with more platforms to differentiate their own high-speed voice, video and data transmission products. The combination will enable Semtech to deliver a broader range of best-in-class solutions aimed at helping its customers create differentiated communication equipment to solve increasing bandwidth bottlenecks in the network.

Gennum designs and sells products that enable video, data and multimedia content to be transmitted at high speed over long distances, while maintaining signal integrity and eliminating the potential for errors in transmission. Its products are used in broadcast, networking, storage, telecommunications and consumer connectivity equipment. Gennum is positioned to benefit from the growth in worldwide demand for bandwidth and is a market leader in broadcast video, high–speed optical communications, high definition video surveillance, Thunderbolt active cable transceivers and backplane signal integrity.

Gennum was founded in 1973 and is headquartered in Burlington, Ontario, Canada. Gennum has approximately 450 employees, including more than 240 engineers, and has offices in Canada, Germany, India, Japan, Mexico, Taiwan, the United Kingdom and the United States.

“We are very excited with the acquisition of Gennum Corporation,” stated Mohan Maheswaran, President and Chief Executive Officer of Semtech. “We believe Gennum’s unique signal integrity solutions and highly differentiated 1 Gbps to 25 Gbps optical products combined with Semtech’s leading 40 Gbps and 100 Gbps SerDes portfolio will deliver one of the industry’s most complete and robust portfolios to the communications infrastructure, data communications and enterprise computing segments. Additionally, Gennum’s strong position in video broadcast and the emerging HD video surveillance market broadens and further diversifies Semtech’s portfolio of high-performance analog semiconductors targeted at fast growing markets.”

“We are delighted to join Semtech Corporation, a company with a rich history of great engineering innovation and a strong position in several attractive high-growth markets. After a comprehensive review of Gennum’s strategic options, we are convinced that this is the best avenue to unlock the underlying value for shareholders that has been created by the Gennum team,” said Franz J. Fink, President and Chief Executive Officer of Gennum. “Our employees have been instrumental in building Gennum and will remain a critical component of the combined company as we move forward in the next chapter of our development. Together, Gennum and Semtech will form a stronger company, capable of accelerating growth beyond what would have been possible as separate entities.”

Semtech expects to finance the acquisition through a combination of cash on hand and new bank financing. The company has received a financing commitment of up to US$400 million from Jefferies Finance LLC. The proposed transaction is not subject to a financing condition.

Semtech estimates that the acquisition will result in at least $15 million in annual synergies, which Semtech expects will be achieved in full in Semtech’s fiscal year 2014. Semtech’s management expects that the acquisition will be accretive to non-GAAP earnings per share by more than 20 cents in fiscal year 2013 and more than 40 cents in fiscal year 2014. Semtech will provide further guidance upon the closing of the transaction.

Additional Transaction Details

Under the terms of the Arrangement Agreement, upon closing of the proposed transaction, shareholders of Gennum (“Gennum Shareholders”) will receive CDN$13.55 in cash for each common share of Gennum held. The proposed transaction will be completed through a plan of arrangement under the provisions of the Ontario Business Corporations Act.

The transaction has been reviewed by a Special Committee of the Board of Directors of Gennum and has been unanimously approved by the Board of Directors of Gennum following the unanimous recommendation of the Special Committee. The Board of Directors of Gennum has also unanimously determined that the transaction is fair to its shareholders, that it is in the best interests of Gennum to support the transaction and recommends that the shareholders of Gennum vote in favor of the transaction. The Special Committee and the Board of Directors have received an opinion from Canaccord Genuity Corp. that as of the date of the opinion and subject to the assumptions outlined therein, the consideration payable to Gennum shareholders under the transaction is fair, from a financial point of view.

The Arrangement Agreement contains, among other things, a CDN$19.35 million termination fee payable by Gennum in certain circumstances. Semtech has also been granted a right to match competing proposals.

The transaction will require the approval of at least 66⅔% of votes cast by Gennum Shareholders represented in person or by proxy at a special meeting of Gennum Shareholders (the “Gennum Meeting”), expected to be held in mid-March 2012. In addition to Gennum Shareholders’ approval, the transaction is subject to the satisfaction of certain other closing conditions customary in a transaction of this nature, including the approval of the Ontario Superior Court of Justice, in accordance with Ontario law. The transaction is not subject to the receipt of any regulatory approvals, other than the Ontario Superior Court of Justice approval required to effect an arrangement under Ontario law. The approval of shareholders of Semtech is not required in connection with the proposed transaction.

Gennum anticipates declaring its regular quarterly dividend, prior to the closing date, subject to the discretion of the Board of Directors of Gennum and legal requirements.

Further information regarding the transaction will be contained in an information circular (“Information Circular”) that Gennum will prepare and mail to its shareholders in connection with the Gennum Meeting, with closing expected to occur as soon as practicable after the Gennum Meeting and receipt of final order from the Ontario Superior Court of Justice. Gennum Shareholders are urged to read the Information Circular once it becomes available, as it will contain important information concerning the proposed transaction.

In connection with the proposed transaction, Jefferies & Company, Inc. is acting as exclusive financial advisor to Semtech, Norton Rose Canada LLP is its Canadian legal counsel and O’Melveny & Myers, LLP is its U.S. legal counsel. Canaccord Genuity Corp. is acting as exclusive financial advisor to Gennum, Blake, Cassels & Graydon LLP is its Canadian legal counsel and Skadden, Arps, Slate, Meagher & Flom LLP is its U.S. legal counsel.