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.

NXP Transfers IP and Development Team to Virage Logic

EINDHOVEN, Netherlands & FREMONT, Calif., Oct 12, 2009 (BUSINESS WIRE) -- NXP Semiconductors and Virage Logic Corporation (NASDAQ:VIRL) today announced a strategic agreement that accelerates NXP's move to high performance mixed signal leadership and further broadens Virage Logic's extensive semiconductor IP portfolio. The agreement calls for the transfer of a part of NXP's advanced CMOS intellectual property rights and certain engineering talent and equipment to Virage Logic. This arrangement includes a long-term licensing and IP development relationship between the two companies, enabling NXP to significantly reduce costs without compromising its design capability. Virage Logic will establish an R&D center in Eindhoven providing on-going support to NXP and developing new products based on the acquired advanced CMOS I/O, analog mixed signal and System-on-Chip (SoC) infrastructure IP. These new products, expected to be commercially available in early 2011, further the company's leadership position as the largest independent IP provider to the semiconductor industry.

This strategic alliance underscores the semiconductor industry's continuing trend for companies to focus on their core competencies while outsourcing non-differentiating elements of their business. This trend has enabled semiconductor companies to increase design concentration on development of their unique technical advantages, thus improving both product development cycle time as well as increasing the breadth of new product features. NXP's decision to select Virage Logic as its trusted IP provider is another step in the company's strategic vision to achieve leadership in high performance mixed signal.

Under the terms of the multi-year agreement, NXP will transfer over 160 employees and the assets associated with selected advanced CMOS libraries, IP blocks and SoC architecture along with other classes of semiconductor IP, including approximately 25 associated patent families. In consideration for the assets, NXP will receive 2.5 million shares of Virage Logic common stock, which will be subject to transfer restrictions, and a share of the future revenue generated by Virage Logic from licensing the transferred IP portfolio. In addition, Virage Logic will provide to NXP services surrounding the transferred IP for a 3.5-year period, and NXP will receive a 3.5 year license to Virage Logic's extensive standard-products semiconductor IP portfolio for all future SoC designs. In consideration for the services and the license of the Virage Logic IP portfolio, NXP will pay Virage Logic $60 million over four years from the closing of the transaction. The companies are targeting a closing in Q4 of this year, pending consultations with employee representatives. The transaction is expected to be accretive in Virage Logic's fourth fiscal quarter of 2010.

Trident Microsystems 8K - Trident Microsystems and NXP to Combine Digital TV and Set-Top Box Businesses

Trident Microsystems, Inc. (NASDAQ: TRID) and NXP Semiconductors today announced that they have signed a definitive agreement whereby Trident will acquire NXP’s television systems and set-top box business lines. Trident would remain fabless with a significant presence in Asia and as a result of the transaction would have a global leadership position in the digital home entertainment market. Under the terms of the transaction, NXP will receive newly issued shares of Trident common stock equal to 60% of the total shares outstanding post-closing, including approximately 6.7 million shares that NXP will purchase at a price of $4.50 per share, resulting in cash proceeds to Trident of $30 million.

“As the fragmented consumer IC market continues to consolidate, the ability to leverage IP across multiple segments is becoming increasingly important due to the R&D investments necessary to deliver leading-edge innovation,” said Sylvia Summers, President and CEO of Trident. “Through this transaction, Trident will become one of the leading global suppliers with the product portfolio, IP and operational infrastructure required to effectively serve the large, high-growth digital home entertainment market.”

Including revenue from the acquired product lines, Trident would have estimated revenue of approximately $500 million in calendar 2009, with approximately 60% attributable to television and 40% to set-top box. Upon closing, Trident will have an extensive portfolio of consumer IP applicable to a range of markets, with over 2,000 granted and in-process patents including motion estimation/motion compensation and conditional access, as well as advanced 45nm SoC technology. The combined product portfolio will enable Trident to offer a broad range of semiconductor solutions to the digital home market, which Trident estimates will reach $5 billion by 2010.

“Success in the consumer business requires a company culture based on rapid decision making, a fast pace of innovation, and a highly competitive cost structure,” stated Summers. “This proposed transaction enables Trident to achieve the economies of scale required to compete in the digital home market, while also taking advantage of our start-up culture and cost-efficient Asia-based engineering and operations. As a result, Trident will be well positioned to address a larger market, accelerate our time to breakeven and achieve our long-term financial objectives.”

In order to drive cost-efficient innovation that is competitive with the industry’s most aggressive consumer IC suppliers, Trident expects to retain a core set of technology centers of excellence in Europe and North America, while growing and leveraging the substantial engineering presence that each of NXP’s Home business unit and Trident already has in Asia. Following the close of the transaction, Trident intends to continue supporting the existing customers and design wins of each company. In addition, Trident plans to develop a converged product roadmap, leveraging the substantial IP of both companies and cost structure of Trident to provide the competitive products required for the next generation of customer designs.

“We believe the consumer IC business is a large, high-growth opportunity, best served by a company dedicated to this market with a highly efficient operating infrastructure,” said Rick Clemmer, President and CEO of NXP. “This proposed combination is the ideal structure to position the considerable technology and market assets of our digital TV and set-top box lines for growth and financial success. As the single largest shareholder in the expanded Trident, NXP can continue to take part in the significant upside opportunity for this business while achieving another major milestone in NXP’s plans to focus and lead in high-performance mixed signal.”
Reaffirming its long-term commitment to the digital home technology market, under the terms of the transaction, the primary shares being issued to NXP would be subject to a lock-up for two years.

Upon closing, Sylvia Summers will remain the CEO of Trident and Christos Lagomichos, EVP of NXP’s Home business unit, will become President. Pete Mangan will remain senior vice president and chief financial officer of Trident. In addition, after closing, NXP and Trident intend to cooperate in the development of complementary end-to-end solutions in other selected high-growth technology areas, including NXP’s car entertainment and silicon tuner product lines. Trident will be fabless and will have the ability to access state-of-the-art technology and manufacturing capacity from NXP’s manufacturing facilities, as well as the partner foundries and subcontractors of both companies. As a result of the terms and conditions agreed between the parties, NXP will account for its investment in Trident under the equity method.

The Boards of Trident and NXP have unanimously approved the agreement and the transactions contemplated by the agreement. The transaction is subject to the approval of the stockholders of Trident, consultations with employee representatives in certain jurisdictions and other customary closing conditions, including regulatory approvals. The transaction is expected to close in the first calendar quarter of 2010.

Trident expects to generate $140 million to $160 million in revenue in the calendar quarter ending June 30, 2010, its first full quarter post-closing, and expects to break even on a non-GAAP operating basis as early as the end of calendar year 2010.

Ikanos Communications 10K

Customer concentration: "In 2008, NEC Corporation accounted for 25%, Sagem Communications accounted for 21%, Paltek Corporation accounted for 23%, and Alcatel-Lucent accounted for 11% of our revenue.....the list of our OEM customers who have purchased at least $1.0 million of our products directly from us, through a CM or a distributor for the year ended December 28, 2008.: Alcatel-Lucent, Corecess, Inc, Dasan Networks, Inc., Motorola, Inc., Millinet Co., Ltd., NEC Corporation, Sagem Communications, Sumitomo Electronic Industries, Ltd., Thomson Telecom SPA, Ubiquoss ISP, ZyXEL."

Employees: "December 28, 2008, we had 194 employees engaged in research and development, of which 100 are employed in Bangalore and Hyderabad, India, 79 in North America and 15 in rest of world."

Wafer foundry: "We currently outsource all semiconductor wafer manufacturing to Austriamicrosystems AG, NXP Semiconductors, Semiconductor Manufacturing International Corporation, Silterra Malaysia Sdn Bhd., Taiwan Semiconductor Manufacturing Company and Tower Semiconductor Ltd."

Assembly and test: "We outsource all product packaging and all testing requirements for these products to several assembly and test subcontractors, including Advanced Semiconductor Engineering, Inc. in Taiwan and Malaysia, Global Testing Corporation in Taiwan STATSChipPAC Ltd. in Singapore and United Test and Assembly Center Ltd. in Singapore."

Patent foundation: "As of December 28, 2008, we held a total of 95 issued patents in the U.S. and abroad; we also had a number of provisional patents and applications pending."

Employees: "As of December 28, 2008, we had a total of 290 full-time employees, of whom 194 were involved in research and development, 7 in operations, and 89 in sales, marketing, finance and administration. "