Trident Microsystems CEO and President both resign

SUNNYVALE, Calif., Jan. 19, 2011 – Trident Microsystems, Inc. (NASDAQ: TRID), a leading provider of set-top box and TV semiconductor solutions, today announced that Sylvia Summers Couder has resigned as CEO and as a director to pursue other opportunities. The company also announced that Mr. Philippe Geyres has been appointed as Interim CEO effective immediately and that the company has initiated a search for a CEO following this transition. Mr. Geyres is a candidate for the permanent CEO position.

“Sylvia Summers’ accomplishments at Trident have been substantial. She oversaw a significant management transition early in her tenure and worked closely with the board to reposition the company. We greatly appreciate her efforts and leadership, including the recent management of the integration of the NXP and Micronas assets and the cost reductions that have been achieved,” said David Courtney, Chairman of the Board.

“We are pleased and excited that Philippe Geyres has agreed to assume the role of Interim CEO. We believe his background and experience will be quite helpful during this transition and that he will bring a valuable perspective and focus to our business,” said Mr. Courtney.

Mr. Geyres joined Trident’s board in February 2010 following the company’s acquisition of certain assets of NXP. Mr. Geyres has substantial executive experience. He was CEO of Oberthur Card Systems, a French publicly listed smart card company during 2007 and 2008. He was previously an executive at ST Microelectronics from 1983 to 2006, most recently as Executive Vice President, Consumer and Telecom Products. Prior to that, he held positions at Fairchild Semiconductor and IBM. Mr. Geyres serves as a member of the board of directors of Advanced Digital Broadcast, a Swiss company listed in Zurich, and of Arteris, a privately held networking IP company.

The company also announced that Christos Lagomichos has announced his departure from Trident and resignation as its President effective Feb. 9, 2011.

“We want to thank Mr. Lagomichos for his service to Trident, and particularly the assistance he has provided in implementing our transition plan following the transaction with NXP,” said Mr. Courtney.

Hittite Microwave Acquires Arctic Silicon Devices

Chelmsford, MA - Hittite Microwave Corporation (Nasdaq: HITT) today announced it has acquired Arctic Silicon Devices, a developer of advanced mixed-signal integrated circuit (IC) technology, located in Trondheim, Norway. The acquisition price was approximately $12.0 million in cash and equity.

The acquisition provides Hittite with new IC design and integration capability and a state-of-the-art product line of analog-to-digital converters (ADCs). Arctic Silicon Devices has successfully designed and launched innovative, multifunction low power ADC products which target high performance applications, including test and measurement systems and communication infrastructure. The employees of Arctic Silicon Devices will continue to work at their existing facility.

About Hittite Microwave Corporation

Hittite Microwave Corporation is an innovative designer and manufacturer of high performance integrated circuits, or ICs, modules, subsystems and instrumentation for technically demanding digital, RF, microwave and millimeterwave applications covering DC to 110 GHz. The Company's standard and custom products apply analog, digital and mixed-signal semiconductor technologies, which are used in a wide variety of wireless / wired communication and sensor applications for Automotive, Broadband, Cellular Infrastructure, Fiber Optics, Microwave & Millimeterwave Communications, Military, Test & Measurement, and Space markets. The Company is headquartered in Chelmsford, Massachusetts.

About Arctic Silicon Devices

Arctic Silicon Devices is a private fabless semiconductor company based in Trondheim, Norway previously owned by the employees, Incitia Ventures and ProVenture. Arctic Silicon Devices aims to be a preferred partner for leading companies within high performance applications providing state-of-the-art Front End ICs like Data Converter Standard Products or Application Specific Standard Products based on data converter cores. The ASD products include ultra low power dissipation, ease of use, and cost efficiency, while maintaining state-of-the-art performance.

Dialectic Capital Partners names their nominees to Advanced Analogic's Board

From today's 13D filing:

On January 13, 2011, DCP delivered a letter to the Issuer nominating John Fichthorn and J. Michael Gullard as set forth therein, and announcing its intention to solicit proxies for their election to the Issuer’s Board of Directors at the Issuer’s 2011 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof.

Dialectic Capital Partners earlier challenge letter may be found here.

A post on Dialectic's 2009 challenge to California Micro Devices may be found here. California Micro Devices ultimately agreed to be acquired by ON Semiconductor in December 2009.

Intel and WiLAN Reach Agreement to End Litigations

OTTAWA, Canada – January 14, 2011 – Wi-LAN Inc. (TSX:WIN), a leading technology innovation and licensing company, today announced that Intel Corporation and WiLAN have signed a memorandum of understanding which calls for Intel to take a multi-year license to WiLAN’s patent portfolio and to make a series of payments to WiLAN. The agreement will include the dismissal of all litigations between the companies in the U.S. District Court for the Eastern District of Texas and in the U.S. District Court for the Northern District of California. WiLAN expects a final definitive agreement to be signed within the next few weeks. Specific financial terms of the agreement reached are confidential.

Kopin Acquires Forth Dimension Displays

Taunton, Mass., January 11, 2011 – Building on its leadership in full-color microdisplay technology for high-performance applications, Kopin Corporation (NASDAQ: KOPN) today announced that it has acquired all of the outstanding common stock of Scotland-based Forth Dimension Displays Ltd. (FDD), an industry leading provider of all-digital, ultrahigh-resolution, near-to-eye ferroelectric reflective microdisplays. The purchase price was approximately $11 million in cash plus an earnout provision if certain revenue milestones are reached within one year of the purchase date.

“Our acquisition of FDD opens new market opportunities for Kopin and expands our product offerings to our customers,” said Kopin President and Chief Executive Officer Dr. John C.C. Fan. “FDD’s ultrahigh-resolution reflective microdisplay is already used extensively within a variety of applications such as high-performance cinematography, training and simulation, 3D metrology and medical imaging. Its proprietary Time Domain Imaging (TDI™) technology provides beautiful high-resolution, full-color images that are critical for these high-end applications. Kopin is the leading transmissive microdisplay company in the world, and with this acquisition we will be the only microdisplay manufacturer that can offer complete system solutions with either reflective or transmissive liquid crystal display technologies,” Dr. Fan continued. “We are delighted to welcome the company’s employees to the Kopin family.”

Greg Truman, Chief Executive Officer of FDD, said, “FDD has enjoyed a very successful 2010 with design wins with several high-performance cinematography camera manufacturers. FDD is delighted to become part of Kopin, and we look forward to contributing our technology expertise to new product applications and markets.”

FDD had approximately $6 million of revenue in 2010 and Kopin projects that FDD will be accretive to 2011 earnings. All of FDD’s key employees have agreed to join Kopin.

Advanced Analogic faces challenge from Dialectic Capital Partners

From today's 13D filing:

Advanced Analogic Technologies Incorporated

830 East Arques Avenue

Sunnyvale, California 94085

Attn: Board of Directors

Dear Members of the Board:

Dialectic Capital Partners, LP, together with its affiliates, currently own 2,960,629 shares of Common Stock of Advanced Analogic Technologies Incorporated (the “Company”), constituting approximately 7.0% of the outstanding shares. As significant stockholders of the Company, we are troubled by the Company’s disappointing stock price performance. In our view, this is a reflection of poor financial performance and a failure to execute a viable growth strategy. We believe these issues are directly attributable to the current management and the Board, who must be held accountable for the losses endured by long-term stockholders. Accordingly, we intend to nominate individuals for election to the Board at the Company’s 2011 annual meeting of stockholders (the “2011 Annual Meeting”). We believe the election of our independent nominees will help ensure the best interests of stockholders are properly represented on the Board.

As you are aware, since the Company’s IPO the Company has been unable to maintain consistent growth or profitability. Although the CEO is a highly respected engineer, we believe he has failed to translate his engineering talents into consistent profits for shareholders. In addition, the Chairman has a history of unsuccessful related party transactions involving other entities, and we would be disappointed if we discovered that he is leading the Company down a similar path.

That is why we strongly believe a reconstituted Board with independent stockholder representatives is required to reverse the long, steep decline in stockholder value. In our opinion, a reconstituted Board focused on reviewing all strategic alternatives, including a sale of the Company, presents the best opportunity of increasing value for all stockholders. Accordingly, we intend to hold the Board fully accountable for any ill-advised transactions or other actions that erode stockholder value until stockholders have an opportunity to vote at the 2011 Annual Meeting.

Very truly yours,

Dialectic Capital Partners, LP

Intel and NVIDIA sign Patent Cross License Agreement with $1.5B payments to NVIDIA

From today's SEC 8K filing: Under the patent cross license agreement, Intel has granted to NVIDIA and its qualified subsidiaries, and NVIDIA has granted to Intel and Intel’s qualified subsidiaries, a non-exclusive, non-transferable, worldwide license, without the right to sublicense to all patents that are either owned or controlled by the parties at any time that have a first filing date on or before March 31, 2017, to make, have made (subject to certain limitations), use, sell, offer to sell, import and otherwise dispose of certain semiconductor- and electronic-related products anywhere in the world. NVIDIA’s rights to Intel’s patents have certain specified limitations, including but not limited to, NVIDIA is not licensed to: (1) certain microprocessors, defined in the agreement as “Intel Processors” or “Intel Compatible Processors;” (2) certain chipsets that connect to Intel Processors; and (3) certain flash memory products. Subject to the terms and conditions of the patent cross license agreement, Intel will pay NVIDIA licensing fees which in the aggregate will amount to $1.5 billion, payable in annual installments, as follows: a $300 million payment on each of January 18, 2011, January 13, 2012 and January 15, 2013 and a $200 million payment on each of January 15, 2014, 2015 and 2016.

The term of the patent cross license agreement continues until the expiration of the last to expire of the licensed patents, unless earlier terminated. NVIDIA may terminate the patent cross license agreement if Intel fails to make the required payments under the patent cross license agreement and fails to cure such non-payment within 60 days. In addition, the patent cross license agreement may be terminated in whole or in part under certain circumstances with respect to a party, if such party declares bankruptcy or undergoes a change of control.

SMSC to Acquire Conexant Systems, Inc.

Hauppauge, New York and Newport Beach, California – January 10, 2011 - SMSC (NASDAQ: SMSC), a leading semiconductor company providing Smart Mixed-Signal Connectivity™ solutions, and Conexant Systems, Inc. (NASDAQ: CNXT), a leading supplier of innovative semiconductor solutions for imaging, audio, embedded modem, and video surveillance applications, today announced the signing of a definitive agreement under which SMSC will purchase all of the outstanding shares of Conexant in a stock and cash transaction valued at approximately $284 million including the assumption of Conexant’s net debt. The transaction has been approved by the boards of directors of both companies.

Combined Company Highlights:

• Complementary connectivity product portfolios to target more expansive set of computing, consumer, industrial and automotive applications,
• Serves key customers with more complete product solutions,
• Creates a stronger analog/mixed-signal R&D team with over 900 engineers globally,
• Combined company has the scale and resources to enhance SMSC’s financial model with a combined trailing twelve month revenue of approximately $632 million,
• Anticipated annualized pre-tax cost synergies of $8 to $10 million by the end of SMSC’s fourth quarter of fiscal 2012,
• Acquisition expected to be accretive to non-GAAP gross margins, non-GAAP operating margins and non-GAAP earnings per share immediately upon closing.

The combination of Conexant’s imaging, audio, embedded modem and video products with SMSC’s broad connectivity solutions targeting the computing, consumer, industrial and automotive markets provides for a highly complementary merger of talent and technology. Headquartered in Newport Beach, California, Conexant has approximately 600 employees worldwide, including over 230 in Asia.

“We believe that combining the growth potential of Conexant and SMSC will allow us to leverage complementary technology and engineering resources to provide our customers with expanded solutions in connectivity and content,” said Christine King, President & Chief Executive Officer of SMSC. “We plan to focus our resources on the areas of highest return and believe that our respective sales and supply chain relationships will help create a platform to grow our businesses. We expect the acquisition will be accretive to non-GAAP EPS immediately upon close. In addition, we expect to capture significant operating efficiencies that will position us to increase earnings growth. SMSC’s larger scale should position us to increase our R&D productivity and drive profitability and shareholder value.”

“In our industry, size and scope provide a significant advantage with customers and suppliers," said Scott Mercer, Conexant's Chairman and Chief Executive Officer. "SMSC and Conexant share similar core competencies in analog and mixed-signal design, possess complementary product portfolios, and count many customers in common. By joining forces, we get the opportunity to take advantage of economies of scale and drive profitable growth. I am convinced that combining our companies will best serve the interests of Conexant stockholders, customers, and employees moving forward."

Sailesh Chittipeddi, currently President & Chief Operating Officer at Conexant, will join SMSC upon close of the acquisition as Executive Vice President, reporting to Christine King. Mr. Chittipeddi’s responsibilities will include all product lines and global marketing and engineering functions for SMSC. Mr. Chittipeddi joined Conexant in 2006. In his role as President & Chief Operating Officer, he had worldwide responsibility for engineering, operations, quality and marketing.

Under the terms of the agreement, for each share of Conexant that they own, Conexant stockholders will receive approximately $2.25 consisting of $1.125 in cash and a fraction of a share of SMSC common stock equal to $1.125 divided by the volume weighted average price of SMSC common stock for the 20 trading days ending on the second trading day prior to closing, but in no event more than 0.04264 nor less than 0.03489 shares of SMSC common stock. The total cash consideration to be paid in the transaction is approximately $98 million and the total number of shares of SMSC common stock to be issued (including the assumption of outstanding Conexant restricted stock units) is approximately 2.9 to 3.6 million. The transaction is expected to close in the first half of calendar 2011 subject to the satisfaction of regulatory requirements, approval by Conexant shareholders and other customary closing conditions. SMSC expects to realize approximately $8 to $10 million in annualized pre-tax cost synergies by the end of SMSC’s fourth quarter of fiscal 2012 as a result of the consolidation of support functions and optimization of the supply chain across a larger base.

Qualcomm to Acquire Atheros

SAN DIEGO AND SAN JOSE — January 5, 2011 — Qualcomm Incorporated (NASDAQ: QCOM) and Atheros Communications, Inc. (NASDAQ: ATHR), today announced that they have entered into a definitive agreement whereby Qualcomm intends to acquire Atheros, a leader in innovative technologies for wireless and wired local area connectivity in the computing, networking and consumer electronics industries. The acquisition is intended to help accelerate the expansion of Qualcomm’s technologies and platforms to new businesses beyond cellular and provide access to significant new growth opportunities.

Qualcomm has entered into a definitive agreement to purchase Atheros for $45 per share in cash, representing an enterprise value of $3.1 billion. The transaction has been approved by the Qualcomm and Atheros boards of directors and is subject to customary closing conditions, including the receipt of domestic and foreign regulatory approvals and the approval of Atheros’ stockholders. The transaction is expected to close in the first half of 2011. Excluding amortization of acquired intangibles, Qualcomm expects the acquisition to be modestly accretive to earnings per share in fiscal year 2012, the first full year of combined operations. Qualcomm intends to finalize its estimates of the transaction’s financial impact, as well as the accounting for the transaction, upon deal close.

“It is Qualcomm’s strategy to continually integrate additional technologies into mobile devices to make them the primary way that people communicate, compute and access content. This acquisition is a natural extension of that strategy into other types of devices,” said Dr. Paul E. Jacobs, chairman and CEO of Qualcomm. “The combination of Qualcomm and Atheros is intended to accelerate this opportunity by utilizing best-in-class products for communications, computing and consumer electronics to broaden existing customer relationships and expand access to new partners and distribution channels.”

Atheros’ current president and CEO, Dr. Craig H. Barratt, is expected to join Qualcomm as president of Qualcomm Networking & Connectivity.

Relational Investors reduces its National Semiconductor holdings

Continuing to unwind its position in National Semiconductor, activist fund Relational Investors has disclosed that it sold 1.972M shares in December. They continue to hold 20.6M shares (8.61% of the outstanding) at a basis of $16.29 (today's close $13.89). The saga of Relational and National began in 2003 with an aggressive stock accumulation followed by threats to nominate individuals to the Board of Directors.

The most recent amended SEC 13D filing notes, "Reporting Persons intend to closely monitor the Company’s performance and may modify their plans. In addition, the Reporting Persons and their representatives and advisers may communicate with other stockholders, industry participants and other interested parties concerning the Company. Reporting Persons do not have any plans other than the monitoring and communication program outlined in the previous paragraph, the Reporting Persons may exercise any and all of their respective rights as stockholders of the Company in a manner consistent with their equity interests, including seeking representation on the Company’s board of directors at a special or annual meeting of the Company’s stockholders."


Update from a January 19th 13D filing: Relational Investors continue to sell and now hold 17,725,300 shares (7.35% of the outstanding).