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.
Tuesday, March 30, 2010
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:
“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.
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
“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.
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.”
“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.”
Friday, February 26, 2010
AuthenTec Acquires SafeNet’s Embedded Security Solutions Division
MELBOURNE, Fla.--(BUSINESS WIRE)--AuthenTec (NASDAQ: AUTH), a leading provider of smart fingerprint sensors and solutions, announced today that it has acquired SafeNet, Inc.’s Embedded Security Solutions Division in a cash and stock transaction which further strengthens AuthenTec’s offering of security and identity management solutions.
SafeNet’s Embedded Security Solutions products are used in hundreds of millions of communication and network products to ensure data privacy for businesses and individuals, and are sold to a variety of brand name customers including HP, Samsung, LG, Ericsson, AMD, Cisco, Alcatel-Lucent, Juniper Networks, Nokia-Siemens and Texas Instruments among others. SafeNet’s Embedded Security Solutions recorded embedded IP and software revenues of $15.5 million in 2009 with gross margins exceeding 90 percent and operating income margins of over 20 percent (the unaudited results of the business are subject to adjustment during the audit process). AuthenTec will also become the exclusive worldwide supplier of SafeNet’s SafeXcel security processor ICs, representing over $3 million in incremental sales in 2009. The deal is expected to be accretive to AuthenTec’s non-GAAP earnings in 2010, after consideration of the Division’s deferred revenue.
Under terms of the transaction, AuthenTec paid $8.5 million in cash and issued 1.2 million shares (valued at $2.8 million at the closing) of its common stock. The transaction also calls for an earn-out of up to $2.5 million in cash based on the attainment of certain revenue goals for the remainder of 2010.
“This acquisition continues our transformation from a component supplier to a more comprehensive source of security, identity management and touch control solutions. The addition of SafeNet’s Embedded Security Solutions not only significantly strengthens our offerings in our existing markets, but also broadens our revenue base,” said AuthenTec CEO Scott Moody. “By leveraging the expertise of the SafeNet engineering team in software development, network security and secure communication, AuthenTec will have the ability to offer secure end-to-end solutions, from the individual PC or cell phone all the way to the network server in the cloud. This acquisition also helps drive additional revenue growth while improving gross margin and accelerating our return to profitability.”
Commenting on the acquisition, SafeNet CEO Mark Floyd stated, “This transaction offers compelling value to SafeNet’s existing embedded customers, allowing them the opportunity to extend a secure environment for managing data security needs beyond the server and network, and directly to the end-user on either a PC or mobile device. We are extremely pleased that an industry leader such as AuthenTec will continue to build on the success of our Embedded Security Solutions team, and we look forward to working closely with AuthenTec as a strategic supplier.”
AuthenTec will benefit from the addition of SafeNet’s highly qualified Embedded Security Solutions staff of encryption, algorithm, software and silicon design engineers and its expansive portfolio of software, IP and hardware products. These include SafeXcel IP Cores (i.e., protocol aware inline security processing, security packet processing, encryption, authentication/hashing, public key acceleration, true random number generation, etc.), QuickSec Embedded Security toolkits, Mobile VPN and Digital Rights Management (DRM) Fusion Solutions. It also includes the Division’s 23 U.S. patents as well as additional foreign patents, bringing AuthenTec’s U.S. portfolio to 144 issued and pending patents.
AuthenTec will also add SafeNet’s highly regarded security and encryption IP content and expertise, which aligns with AuthenTec’s longer term strategy to generate its own IP licensing revenue. These IP cores will also reduce the Company’s planned licensed IP expenses.
The Embedded Security Solutions’ team will continue to operate from engineering locations in the Netherlands and Finland, while also strengthening AuthenTec’s existing sales and support locations in Japan, Korea, Taiwan, the U.S., and Europe. Commenting on the transaction, former SafeNet Managing Director Dr. Simon Blake-Wilson, now AuthenTec Vice President of Embedded Security Solutions said, “In discussions last year we realized the power of combining the world class security technologies of SafeNet with the leading edge biometric products being introduced by AuthenTec. Our global team is energized and eager to pursue the unique opportunities that AuthenTec's strong combination of biometrics and encryption will enable.”
SafeNet’s Embedded Security Solutions products are used in hundreds of millions of communication and network products to ensure data privacy for businesses and individuals, and are sold to a variety of brand name customers including HP, Samsung, LG, Ericsson, AMD, Cisco, Alcatel-Lucent, Juniper Networks, Nokia-Siemens and Texas Instruments among others. SafeNet’s Embedded Security Solutions recorded embedded IP and software revenues of $15.5 million in 2009 with gross margins exceeding 90 percent and operating income margins of over 20 percent (the unaudited results of the business are subject to adjustment during the audit process). AuthenTec will also become the exclusive worldwide supplier of SafeNet’s SafeXcel security processor ICs, representing over $3 million in incremental sales in 2009. The deal is expected to be accretive to AuthenTec’s non-GAAP earnings in 2010, after consideration of the Division’s deferred revenue.
Under terms of the transaction, AuthenTec paid $8.5 million in cash and issued 1.2 million shares (valued at $2.8 million at the closing) of its common stock. The transaction also calls for an earn-out of up to $2.5 million in cash based on the attainment of certain revenue goals for the remainder of 2010.
“This acquisition continues our transformation from a component supplier to a more comprehensive source of security, identity management and touch control solutions. The addition of SafeNet’s Embedded Security Solutions not only significantly strengthens our offerings in our existing markets, but also broadens our revenue base,” said AuthenTec CEO Scott Moody. “By leveraging the expertise of the SafeNet engineering team in software development, network security and secure communication, AuthenTec will have the ability to offer secure end-to-end solutions, from the individual PC or cell phone all the way to the network server in the cloud. This acquisition also helps drive additional revenue growth while improving gross margin and accelerating our return to profitability.”
Commenting on the acquisition, SafeNet CEO Mark Floyd stated, “This transaction offers compelling value to SafeNet’s existing embedded customers, allowing them the opportunity to extend a secure environment for managing data security needs beyond the server and network, and directly to the end-user on either a PC or mobile device. We are extremely pleased that an industry leader such as AuthenTec will continue to build on the success of our Embedded Security Solutions team, and we look forward to working closely with AuthenTec as a strategic supplier.”
AuthenTec will benefit from the addition of SafeNet’s highly qualified Embedded Security Solutions staff of encryption, algorithm, software and silicon design engineers and its expansive portfolio of software, IP and hardware products. These include SafeXcel IP Cores (i.e., protocol aware inline security processing, security packet processing, encryption, authentication/hashing, public key acceleration, true random number generation, etc.), QuickSec Embedded Security toolkits, Mobile VPN and Digital Rights Management (DRM) Fusion Solutions. It also includes the Division’s 23 U.S. patents as well as additional foreign patents, bringing AuthenTec’s U.S. portfolio to 144 issued and pending patents.
AuthenTec will also add SafeNet’s highly regarded security and encryption IP content and expertise, which aligns with AuthenTec’s longer term strategy to generate its own IP licensing revenue. These IP cores will also reduce the Company’s planned licensed IP expenses.
The Embedded Security Solutions’ team will continue to operate from engineering locations in the Netherlands and Finland, while also strengthening AuthenTec’s existing sales and support locations in Japan, Korea, Taiwan, the U.S., and Europe. Commenting on the transaction, former SafeNet Managing Director Dr. Simon Blake-Wilson, now AuthenTec Vice President of Embedded Security Solutions said, “In discussions last year we realized the power of combining the world class security technologies of SafeNet with the leading edge biometric products being introduced by AuthenTec. Our global team is energized and eager to pursue the unique opportunities that AuthenTec's strong combination of biometrics and encryption will enable.”
Friday, February 19, 2010
SMSC Acquires Kleer Semiconductor Corporation
HAUPPAUGE, N.Y.--(BUSINESS WIRE)--SMSC (NASDAQ: SMSC - News), a leading semiconductor company providing Smart Mixed-Signal Connectivity™ solutions, today announced that it has acquired substantially all the assets and certain liabilities of Kleer Semiconductor Corporation (Kleer), a designer of high quality, interoperable wireless audio technology addressing headphones and earphones, home audio/theater systems and speakers, portable audio/media players and automotive sound systems. This transaction brings a robust, high-quality audio and low-power radio frequency (RF) capability that will allow consumer and automotive OEMs to integrate wireless audio technology into portable audio devices and sound systems without compromising high-grade audio quality or battery life.
“Kleer technology provides a natural extension to SMSC’s consumer and automotive connectivity portfolio,” said Christine King, President & Chief Executive Officer of SMSC. “With its Media Oriented Systems Transport (MOST®) technology, SMSC’s automotive product line already provides a wired network that allows passengers to enjoy multimedia content without sacrificing quality or performance. MOST is widely recognized as the de-facto standard to move high-bandwidth content among various components within the vehicle. Kleer technology provides a high quality wireless extension of MOST without quality degradation and with low power consumption. This technology extends our ability to service our OEM customers with a broad portfolio of solutions that significantly enhance the user experience in the car and elsewhere.”
Kleer-based products are designed to provide high quality media transmission in various environments with strong interference robustness and WiFi coexistence to enhance the user experience. The technology has many natural applications in the consumer world to create high-fidelity home theater environments and distribute audio in the home and other environments. Several consumer customers already offer products with Kleer technology, including Sennheiser, the well-known headphone brand, which offers several models of digital wireless headphones and earbuds with high audio quality and long battery life. TDK recently introduced the highly-regarded Kleer-based TH-WR700 wireless headphones. In addition, DigiFi’s wireless earbuds and CyFi’s speaker system for bicycles both rely on Kleer’s low power consumption.
Under terms of the asset purchase agreement, SMSC paid approximately $5.5 million in cash and additional cash payments of up to $2.0 million may occur upon achievement of certain performance goals. The acquisition closed on February 16, 2010.
“Kleer technology provides a natural extension to SMSC’s consumer and automotive connectivity portfolio,” said Christine King, President & Chief Executive Officer of SMSC. “With its Media Oriented Systems Transport (MOST®) technology, SMSC’s automotive product line already provides a wired network that allows passengers to enjoy multimedia content without sacrificing quality or performance. MOST is widely recognized as the de-facto standard to move high-bandwidth content among various components within the vehicle. Kleer technology provides a high quality wireless extension of MOST without quality degradation and with low power consumption. This technology extends our ability to service our OEM customers with a broad portfolio of solutions that significantly enhance the user experience in the car and elsewhere.”
Kleer-based products are designed to provide high quality media transmission in various environments with strong interference robustness and WiFi coexistence to enhance the user experience. The technology has many natural applications in the consumer world to create high-fidelity home theater environments and distribute audio in the home and other environments. Several consumer customers already offer products with Kleer technology, including Sennheiser, the well-known headphone brand, which offers several models of digital wireless headphones and earbuds with high audio quality and long battery life. TDK recently introduced the highly-regarded Kleer-based TH-WR700 wireless headphones. In addition, DigiFi’s wireless earbuds and CyFi’s speaker system for bicycles both rely on Kleer’s low power consumption.
Under terms of the asset purchase agreement, SMSC paid approximately $5.5 million in cash and additional cash payments of up to $2.0 million may occur upon achievement of certain performance goals. The acquisition closed on February 16, 2010.
Wednesday, February 10, 2010
Micron Technology to acquire Numonyx
BOISE, Idaho, and GENEVA, Feb. 9, 2010 – Micron Technology, Inc. (NASDAQ: MU), and Numonyx Holdings B.V. announced today that the companies have signed a definitive agreement under which Micron has agreed to acquire privately held Numonyx in an all-stock transaction valuing Numonyx at approximately $1.27 billion USD.
Under the terms of the agreement, Micron will issue 140 million Micron common shares to Numonyx shareholders, Intel Corporation, STMicroelectronics, N.V. and Francisco Partners. Up to 10 million additional Micron common shares will be issued ratably to Numonyx shareholders to the extent the volume weighted average price of Micron shares for the 20 trading days, ending two days prior to the close of the transaction, ranges between $7.00 and $9.00 per share.
The transaction further strengthens Micron’s position as one of the world’s leading memory companies, with a broad portfolio of DRAM, NAND and NOR memory products and strong expertise in developing and supporting memory system solutions. Micron would also gain increased manufacturing scale globally and access to Numonyx’s customer base, providing significant opportunities to increase multi-chip offerings in the embedded and mobile markets.
“Acquiring Numonyx brings together two memory leaders and positions Micron to offer the most comprehensive, cost-competitive solutions in the industry to a broad range of customers and end-markets,” said Steve Appleton, Chairman and CEO of Micron.
“We believe the opportunity for Numonyx to join with Micron will deliver a clear advantage for our customers and our employees,” said Brian Harrison, President and CEO of Numonyx. “This announcement is a strong testimony to the value of Numonyx technologies, products and people. The result will be a strong company that can best serve our target market segments and customers by delivering enhanced memory solutions, strength and scale. It is good for Numonyx and good for Micron.”
Micron currently estimates that the transaction would be accretive to the company on both free-cash flow and non-GAAP earnings beginning fiscal year 2011. In addition, it is anticipated that the Numonyx balance sheet will be debt-free following closing.
The transaction is subject to regulatory review and other customary closing conditions and is currently anticipated to close within three to six months.
Under the terms of the agreement, Micron will issue 140 million Micron common shares to Numonyx shareholders, Intel Corporation, STMicroelectronics, N.V. and Francisco Partners. Up to 10 million additional Micron common shares will be issued ratably to Numonyx shareholders to the extent the volume weighted average price of Micron shares for the 20 trading days, ending two days prior to the close of the transaction, ranges between $7.00 and $9.00 per share.
The transaction further strengthens Micron’s position as one of the world’s leading memory companies, with a broad portfolio of DRAM, NAND and NOR memory products and strong expertise in developing and supporting memory system solutions. Micron would also gain increased manufacturing scale globally and access to Numonyx’s customer base, providing significant opportunities to increase multi-chip offerings in the embedded and mobile markets.
“Acquiring Numonyx brings together two memory leaders and positions Micron to offer the most comprehensive, cost-competitive solutions in the industry to a broad range of customers and end-markets,” said Steve Appleton, Chairman and CEO of Micron.
“We believe the opportunity for Numonyx to join with Micron will deliver a clear advantage for our customers and our employees,” said Brian Harrison, President and CEO of Numonyx. “This announcement is a strong testimony to the value of Numonyx technologies, products and people. The result will be a strong company that can best serve our target market segments and customers by delivering enhanced memory solutions, strength and scale. It is good for Numonyx and good for Micron.”
Micron currently estimates that the transaction would be accretive to the company on both free-cash flow and non-GAAP earnings beginning fiscal year 2011. In addition, it is anticipated that the Numonyx balance sheet will be debt-free following closing.
The transaction is subject to regulatory review and other customary closing conditions and is currently anticipated to close within three to six months.
Wednesday, February 3, 2010
Broadcom to acquire Teknovus
IRVINE, Calif., Feb 03, 2010 /PRNewswire via COMTEX News Network/ -- Broadcom Corporation (Nasdaq: BRCM), a global leader in semiconductors for wired and wireless communications, today announced that it has signed a definitive agreement to acquire Teknovus, a leading supplier of Ethernet Passive Optical Network (EPON) chipsets and software. EPON is a technology providing broadband services at up to 10 Gigabits per second over fiber optic cables. EPON represents approximately 94% of the FTTx (e.g. Fiber-to-the-Home) connections in the Asia Pacific region. According to the Dell'Oro Group, the Asia Pacific PON market is expected to grow from 22.8 million to 94.5 million subscribers by 2014, a CAGR of 33% (2009-2014).
"Teknovus has a strong product and has established a solid reputation with our existing customers," said Martin Lund, Senior Vice President and General Manager, Broadcom's Network Switching line of business. "Today Broadcom has switching, DSL, GPON, and cable solutions in the service provider segment that span from the access to the core of the network. Teknovus' products will add a key element to our existing service provider offering that will enable us to better serve our customers in this segment."
"Broadcom is known globally for its Ethernet switching expertise," said Greg Caltabiano, President and CEO, Teknovus. "As the EPON market segment evolves and expands, technologies from both companies can be combined to enable a higher performance, lower cost EPON-based access infrastructure."
In connection with the acquisition, Broadcom expects to pay approximately $123 million to acquire all of the outstanding shares of capital stock and other rights of Teknovus. The purchase price will be paid in cash, with a portion placed into escrow pursuant to the terms of the acquisition agreement. Excluding any purchase accounting related adjustments and fair value measurements, Broadcom expects that the acquisition of Teknovus will be approximately neutral to earnings per share in 2010. The boards of directors of the two companies have approved the merger. The closing, which is expected to occur in the first or second quarter of this year, remains subject to the satisfaction of regulatory requirements and other customary closing conditions.
"Teknovus has a strong product and has established a solid reputation with our existing customers," said Martin Lund, Senior Vice President and General Manager, Broadcom's Network Switching line of business. "Today Broadcom has switching, DSL, GPON, and cable solutions in the service provider segment that span from the access to the core of the network. Teknovus' products will add a key element to our existing service provider offering that will enable us to better serve our customers in this segment."
"Broadcom is known globally for its Ethernet switching expertise," said Greg Caltabiano, President and CEO, Teknovus. "As the EPON market segment evolves and expands, technologies from both companies can be combined to enable a higher performance, lower cost EPON-based access infrastructure."
In connection with the acquisition, Broadcom expects to pay approximately $123 million to acquire all of the outstanding shares of capital stock and other rights of Teknovus. The purchase price will be paid in cash, with a portion placed into escrow pursuant to the terms of the acquisition agreement. Excluding any purchase accounting related adjustments and fair value measurements, Broadcom expects that the acquisition of Teknovus will be approximately neutral to earnings per share in 2010. The boards of directors of the two companies have approved the merger. The closing, which is expected to occur in the first or second quarter of this year, remains subject to the satisfaction of regulatory requirements and other customary closing conditions.
Microchip Technology Announces Acquisition of Silicon Storage Technology, Inc.
CHANDLER, Arizona--(BUSINESS WIRE)--Microchip Technology Incorporated (NASDAQ:MCHP), a leading provider of microcontrollers and analog semiconductors, announced today that it has signed a definitive agreement to acquire Silicon Storage Technology, Inc. (Nasdaq:SSTI) for $2.85 per share in cash. The $2.85 per share represents an approximate 35.7% premium to the amount that the holders of SST common stock would have received under the previously announced merger agreement between SST and Technology Resources Holdings, Inc., and an approximate 53.2% premium to the closing price per share of SST’s stock on November 12, 2009, the last day of trading prior to the announcement of the execution of the definitive merger agreement with Technology Resources Holdings, Inc. As separately announced today by SST, SST has terminated its previously announced merger agreement prior to entering into the definitive agreement with Microchip.
The acquisition has been approved by the Boards of Directors of each company and is expected to close in the second quarter of calendar 2010, subject to approval by SST’s stockholders and other customary closing conditions.
“SST’s Superflash® technology and extensive patent portfolio are critical building blocks for advanced microcontrollers,” said Steve Sanghi, President and CEO. “This acquisition enables Microchip to gain earlier access to SST’s advanced technologies, as well as the ability to customize technology variants that can give us an advantage over competing technologies.”
“We believe this is an attractive transaction for SST’s stockholders, as it presents a significant premium to the prior transaction and requires no external financing,” continued Mr. Sanghi. “We look forward to completing this transaction early in the second calendar quarter of 2010.”
The acquisition has been approved by the Boards of Directors of each company and is expected to close in the second quarter of calendar 2010, subject to approval by SST’s stockholders and other customary closing conditions.
“SST’s Superflash® technology and extensive patent portfolio are critical building blocks for advanced microcontrollers,” said Steve Sanghi, President and CEO. “This acquisition enables Microchip to gain earlier access to SST’s advanced technologies, as well as the ability to customize technology variants that can give us an advantage over competing technologies.”
“We believe this is an attractive transaction for SST’s stockholders, as it presents a significant premium to the prior transaction and requires no external financing,” continued Mr. Sanghi. “We look forward to completing this transaction early in the second calendar quarter of 2010.”
Monday, February 1, 2010
AuthenTec Rejects Unsolicited Proposal from UPEK
MELBOURNE, Fla., Feb. 1, 2010 — The Board of Directors of AuthenTec (NASDAQ: AUTH), the world’s leading provider of smart sensors and solutions, today issued the following statement in response to the proposal by UPEK to combine the businesses of AuthenTec and UPEK and the nomination by UPEK of a slate of individuals for election to replace the AuthenTec Board of Directors:
After careful consideration of the UPEK proposal with our financial and legal advisors, the Board of Directors determined that this highly dilutive and speculative transaction is not in the best interests of AuthenTec’s stockholders.
As active participants in the same industry, AuthenTec and its Board are very familiar with UPEK. The Board rejects the proposal on the basis of its inadequate financial terms and a lack of confidence in UPEK’s financial position. Furthermore, the failure of UPEK to provide any information to AuthenTec’s stockholders on its financial performance, prospects or value makes it impossible for our stockholders to evaluate UPEK’s proposal.
The Board believes that the special dividend payment contemplated in UPEK’s proposal would leave the combined company without the financial resources necessary to execute on its strategic objectives and without the capacity to extract potential synergies. AuthenTec’s balance sheet and cash position represent important competitive advantages in the current economic environment. If effected, this special dividend would come solely from AuthenTec’s cash, with no financing or cash provided by UPEK. Moreover, the Board believes that the 50/50 equity split proposed by UPEK significantly overstates the value that UPEK would bring to the combined company and that the proposal relating to contingent value rights is highly speculative and potentially of little value to AuthenTec stockholders.
The Board also notes that UPEK’s unsolicited proposal followed within days of a January 23rd letter from AuthenTec to UPEK informing UPEK of AuthenTec’s claim that UPEK products infringe five (5) AuthenTec patents. We had hoped to discuss this in a professional manner as we had provided UPEK thirty (30) days to respond to our letter.
The Board and management are committed to continuing to act in the best interests of AuthenTec’s stockholders.
America’s Growth Capital is AuthenTec’s financial advisor, and Alston & Bird LLP and Morris, Nichols, Arsht & Tunnell LLP are the outside legal counsel to AuthenTec.
After careful consideration of the UPEK proposal with our financial and legal advisors, the Board of Directors determined that this highly dilutive and speculative transaction is not in the best interests of AuthenTec’s stockholders.
As active participants in the same industry, AuthenTec and its Board are very familiar with UPEK. The Board rejects the proposal on the basis of its inadequate financial terms and a lack of confidence in UPEK’s financial position. Furthermore, the failure of UPEK to provide any information to AuthenTec’s stockholders on its financial performance, prospects or value makes it impossible for our stockholders to evaluate UPEK’s proposal.
The Board believes that the special dividend payment contemplated in UPEK’s proposal would leave the combined company without the financial resources necessary to execute on its strategic objectives and without the capacity to extract potential synergies. AuthenTec’s balance sheet and cash position represent important competitive advantages in the current economic environment. If effected, this special dividend would come solely from AuthenTec’s cash, with no financing or cash provided by UPEK. Moreover, the Board believes that the 50/50 equity split proposed by UPEK significantly overstates the value that UPEK would bring to the combined company and that the proposal relating to contingent value rights is highly speculative and potentially of little value to AuthenTec stockholders.
The Board also notes that UPEK’s unsolicited proposal followed within days of a January 23rd letter from AuthenTec to UPEK informing UPEK of AuthenTec’s claim that UPEK products infringe five (5) AuthenTec patents. We had hoped to discuss this in a professional manner as we had provided UPEK thirty (30) days to respond to our letter.
The Board and management are committed to continuing to act in the best interests of AuthenTec’s stockholders.
America’s Growth Capital is AuthenTec’s financial advisor, and Alston & Bird LLP and Morris, Nichols, Arsht & Tunnell LLP are the outside legal counsel to AuthenTec.
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