Thursday, April 30, 2009
IDT Divests Network Search Engine Assets
SAN JOSE, Calif.--(BUSINESS WIRE)--IDT® (Integrated Device Technology, Inc.) (NASDAQ:IDTI), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience, today announced it has signed a definitive agreement to divest its network search engine business to NetLogic Microsystems, Inc (NASDAQ: NETL). The purchase consideration consists of approximately US$100 million less the cost of inventory, estimated at $10 million on hand, on the closing date. At closing, NetLogic Microsystems, at its option, may pay the entire purchase price in cash or pay approximately $70 million less the cost of inventory in cash and issue to IDT a $30 million secured promissory note payable in two equal installments on the first and second anniversaries of the closing date. The IDT Board of Directors has unanimously approved of the divestiture and signing of a definitive agreement. IDT expects this transaction to close prior to the end of the calendar third quarter of 2009.
Integrated Device Technology, Inc. and Tundra Semiconductor Corporation Sign Definitive Acquisition Agreement
IDT® (Integrated Device Technology, Inc.; NASDAQ: IDTI ), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience, and Tundra (Tundra Semiconductor Corporation; TSX: TUN ), a leader in system interconnect, today announced the two companies have entered into a definitive acquisition agreement (the "IDT/Tundra Acquisition Agreement") pursuant to which IDT will acquire Tundra for CDN$6.25 per share, for an aggregate purchase price of approximately CDN$120.8 million.
About the Transaction: Under the terms of the IDT/Tundra Acquisition Agreement, which is to be completed as a statutory plan of arrangement under the Canada Business Corporations Act, Tundra shareholders will receive cash in the amount of CDN$6.25 per Tundra share. IDT will finance the transaction with cash on hand. All outstanding "out of the money" options of Tundra will be assumed by IDT in the transaction; all "in the money" options and RSUs of Tundra will be cash settled on the transaction closing date. The transaction must be approved by two-thirds of the votes cast by Tundra shareholders at a special meeting expected to be held in June, 2009, and is subject to, Canadian court approval as well as customary closing conditions. In the event that the transaction does not close, in certain circumstances Tundra has agreed to pay IDT a termination fee of CDN$5.4 million in accordance with the IDT/Tundra Acquisition Agreement. Tundra has received an opinion from its financial advisors that the transaction is fair from a financial perspective to its shareholders. The transaction was unanimously approved by the board of directors of each company (subject to the abstention of Mr. Shlapak who is a member of the board of directors of both Tundra and Gennum Corporation). Subject to certain exceptions, executive officers and directors of Tundra have agreed to vote their outstanding Tundra shares in favor of the transaction. The transaction is expected to be completed late in the second quarter or early in the third quarter of 2009. Upon completion of the transaction, the Tundra shares will be de-listed from the Toronto Stock Exchange.
Tundra announced earlier today that Gennum (Gennum Corporation; TSX: GDN) notified Tundra that it would not exercise its right under the amended arrangement agreement between Tundra and Gennum (the "Gennum Agreement") to match the IDT offer. As a result, Tundra has paid the CDN$5.0 million termination fee to Gennum and has terminated the Gennum Agreement in accordance with its terms. The special meeting of Tundra shareholders to consider the Gennum transaction that was scheduled for May 8, 2009 has been cancelled.
Barclays Capital, Inc. acted as financial advisors and Latham & Watkins LLP and McCarthy Tétrault LLP acted as legal counsel to IDT. Citigroup Global Markets Inc. acted as financial advisor and Osler, Hoskin & Harcourt LLP acted as legal counsel to Tundra.
About the Transaction: Under the terms of the IDT/Tundra Acquisition Agreement, which is to be completed as a statutory plan of arrangement under the Canada Business Corporations Act, Tundra shareholders will receive cash in the amount of CDN$6.25 per Tundra share. IDT will finance the transaction with cash on hand. All outstanding "out of the money" options of Tundra will be assumed by IDT in the transaction; all "in the money" options and RSUs of Tundra will be cash settled on the transaction closing date. The transaction must be approved by two-thirds of the votes cast by Tundra shareholders at a special meeting expected to be held in June, 2009, and is subject to, Canadian court approval as well as customary closing conditions. In the event that the transaction does not close, in certain circumstances Tundra has agreed to pay IDT a termination fee of CDN$5.4 million in accordance with the IDT/Tundra Acquisition Agreement. Tundra has received an opinion from its financial advisors that the transaction is fair from a financial perspective to its shareholders. The transaction was unanimously approved by the board of directors of each company (subject to the abstention of Mr. Shlapak who is a member of the board of directors of both Tundra and Gennum Corporation). Subject to certain exceptions, executive officers and directors of Tundra have agreed to vote their outstanding Tundra shares in favor of the transaction. The transaction is expected to be completed late in the second quarter or early in the third quarter of 2009. Upon completion of the transaction, the Tundra shares will be de-listed from the Toronto Stock Exchange.
Tundra announced earlier today that Gennum (Gennum Corporation; TSX: GDN) notified Tundra that it would not exercise its right under the amended arrangement agreement between Tundra and Gennum (the "Gennum Agreement") to match the IDT offer. As a result, Tundra has paid the CDN$5.0 million termination fee to Gennum and has terminated the Gennum Agreement in accordance with its terms. The special meeting of Tundra shareholders to consider the Gennum transaction that was scheduled for May 8, 2009 has been cancelled.
Barclays Capital, Inc. acted as financial advisors and Latham & Watkins LLP and McCarthy Tétrault LLP acted as legal counsel to IDT. Citigroup Global Markets Inc. acted as financial advisor and Osler, Hoskin & Harcourt LLP acted as legal counsel to Tundra.
Rambus 10Q - Updates
Hynix litigation update: On March 10, 2009, the court entered final judgment against Hynix in the amount of approximately $397 million as follows: approximately $134 million for infringement through December 31, 2005; approximately $215 million for infringement from January 1, 2006 through January 31, 2009; and approximately $48 million in pre-judgment interest. Post-judgment interest will accrue at the statutory rate. In addition, the judgment orders Hynix to pay Rambus royalties on net sales for U.S. infringement after January 31, 2009 and before April 18, 2010 of 1% for SDR SDRAM and 4.25% by DDR DDR2, DDR3, GDDR, GDDR2 and GDDR3 SDRAM memory devices. On April 9, 2009, Rambus submitted its cost bill in the amount of approximately $0.9 million. On March 24, 2009, Hynix filed a motion under Rule 62 seeking relief from the requirement that it post a supersedeas bond in the full amount of the final judgment in order to stay its execution pending an appeal. Rambus filed a brief opposing Hynix’s motion on April 10, 2009. A hearing on Hynix’s motion is scheduled for May 8, 2009. Execution of the judgment is stayed until two weeks after the hearing date or until such time as may otherwise be ordered by the court.
On April 6, 2009, Hynix filed its notice of appeal. On April 17, 2009, Rambus filed its notice of cross appeal. The parties’ opening briefs are not yet due.
Micron litigation update: On January 9, 2009, the court issued an opinion in which it determined that Rambus had engaged in spoliation of evidence by failing to suspend general implementation of a document retention policy after the court determined that litigation was reasonably foreseeable. The court issued an accompanying order declaring the twelve patents in suit unenforceable against Micron (the “Delaware Order”). On February 9, 2009, the court stayed all other proceedings pending appeal of the Delaware Order. On February 10, 2009, judgment was entered against Rambus and in favor of Micron on Rambus’ patent infringement claims and Micron’s corresponding claims for declaratory relief. On March 11, 2009, Rambus filed its notice of appeal. Rambus’ opening brief is not yet due.
Patent foundation: As of March 31, 2009, our chip interface technologies are covered by more than 790 U.S. and foreign patents. Additionally, we have approximately 550 patent applications pending.
Customer concentration: ......our top five licensees representing approximately 79% and 67% of our revenue for the three months ended March 31, 2009 and 2008, respectively. For the three months ended March 31, 2009, revenue from Fujitsu, NEC, AMD and Panasonic each accounted for 10% or more of our total revenue.
On April 6, 2009, Hynix filed its notice of appeal. On April 17, 2009, Rambus filed its notice of cross appeal. The parties’ opening briefs are not yet due.
Micron litigation update: On January 9, 2009, the court issued an opinion in which it determined that Rambus had engaged in spoliation of evidence by failing to suspend general implementation of a document retention policy after the court determined that litigation was reasonably foreseeable. The court issued an accompanying order declaring the twelve patents in suit unenforceable against Micron (the “Delaware Order”). On February 9, 2009, the court stayed all other proceedings pending appeal of the Delaware Order. On February 10, 2009, judgment was entered against Rambus and in favor of Micron on Rambus’ patent infringement claims and Micron’s corresponding claims for declaratory relief. On March 11, 2009, Rambus filed its notice of appeal. Rambus’ opening brief is not yet due.
Patent foundation: As of March 31, 2009, our chip interface technologies are covered by more than 790 U.S. and foreign patents. Additionally, we have approximately 550 patent applications pending.
Customer concentration: ......our top five licensees representing approximately 79% and 67% of our revenue for the three months ended March 31, 2009 and 2008, respectively. For the three months ended March 31, 2009, revenue from Fujitsu, NEC, AMD and Panasonic each accounted for 10% or more of our total revenue.
Microsemi Acquires Defense & Security Business from Endwave Corporation
IRVINE, Calif.--(BUSINESS WIRE)--Microsemi Corporation (Nasdaq:MSCC), a leading manufacturer of high performance analog mixed signal integrated circuits and high reliability semiconductors, and Endwave Corporation (Nasdaq:ENWV), a leading provider of high-frequency RF solutions for mobile communications markets, today announced that Microsemi has acquired Endwave’s defense electronics and security (D&S) business.
Microsemi intends to combine Endwave’s high-frequency product portfolio with its own, creating one of the leading high-reliability RF product offerings in the market today and covering the technology spectrum up to 100 GHz. In recent years, Endwave’s D&S group has developed many innovative, state of the art products and has won several contracts to supply these products on major systems projects with many current Microsemi customers such as Boeing, Cobham, L3, Lockheed Martin, Northrop Grumman, and Raytheon. This acquisition will expand opportunities for Microsemi in next-generation, high-growth defense electronics applications such as theater-wide video and voice communications, advanced radar systems, remote sensing and broadband transmission systems. In Homeland Security applications, the D&S group provides technologies for radar fencing, stand-off threat detection systems and advanced personnel screening portals. Microsemi intends to expand the D&S business into new, related markets such as satellite and space, in which the D&S technology is a natural extension of Microsemi’s ongoing thrust into the marketplace.
Under the terms of the agreement, Microsemi is acquiring the D&S assets for a total equity value of $28 million in cash plus the assumption of specified liabilities. Microsemi expects the acquisition to be accretive immediately.
Microsemi intends to combine Endwave’s high-frequency product portfolio with its own, creating one of the leading high-reliability RF product offerings in the market today and covering the technology spectrum up to 100 GHz. In recent years, Endwave’s D&S group has developed many innovative, state of the art products and has won several contracts to supply these products on major systems projects with many current Microsemi customers such as Boeing, Cobham, L3, Lockheed Martin, Northrop Grumman, and Raytheon. This acquisition will expand opportunities for Microsemi in next-generation, high-growth defense electronics applications such as theater-wide video and voice communications, advanced radar systems, remote sensing and broadband transmission systems. In Homeland Security applications, the D&S group provides technologies for radar fencing, stand-off threat detection systems and advanced personnel screening portals. Microsemi intends to expand the D&S business into new, related markets such as satellite and space, in which the D&S technology is a natural extension of Microsemi’s ongoing thrust into the marketplace.
Under the terms of the agreement, Microsemi is acquiring the D&S assets for a total equity value of $28 million in cash plus the assumption of specified liabilities. Microsemi expects the acquisition to be accretive immediately.
Wednesday, April 29, 2009
Sirius XM Radio Inc. files complaint against Technology Properties Ltd., Patriot Scientific Corp. and Alliacense Ltd.
Sirius XM Radio Inc. has filed suit in the United States Southern District Court of New York against Technology Properties Ltd., Patriot Scientific Corp. and Alliacense Ltd. seeking a declaratory judgment that Sirius XM Radio Inc. does not infringe any valid and/or enforceable claim of United States Patent Nos. 5,030,853; 5,440,749; 5,784,584; 5,530,890; 5,809,336; 6,598,148 and 5,247,212.
Filing Excerpts: Starting in 2008 and continuing into April 2009, Defendants, through defendant Alliacense, have demanded that Sirius XM enter into a royalty-bearing license for the Asserted Patents. The ‘749 patent, ‘584 patent, ‘336 patent, ‘890 patent and ‘148 patent comprise part of Defendants’ MMP Patent Portfolio and the ‘853 patent and ‘212 patent comprise part of Defendants’ Fast Logic Patent Portfolio. Alliacense has claimed that products used in connection with the Sirius XM Services infringe one or more claims of the MMP Patent Portfolio and the Fast Logic Patent Portfolio. Alliacense has further informed Sirius XM that if it does not take a license, it may be subject to substantial liabilities........Under all of these circumstances, there is an actual, justiciable and substantial controversy between Sirius XM and the defendants having adverse legal interests of sufficient immediacy and reality to warrant the issuance of declaratory judgments with respect to the (patents).
Filing Excerpts: Starting in 2008 and continuing into April 2009, Defendants, through defendant Alliacense, have demanded that Sirius XM enter into a royalty-bearing license for the Asserted Patents. The ‘749 patent, ‘584 patent, ‘336 patent, ‘890 patent and ‘148 patent comprise part of Defendants’ MMP Patent Portfolio and the ‘853 patent and ‘212 patent comprise part of Defendants’ Fast Logic Patent Portfolio. Alliacense has claimed that products used in connection with the Sirius XM Services infringe one or more claims of the MMP Patent Portfolio and the Fast Logic Patent Portfolio. Alliacense has further informed Sirius XM that if it does not take a license, it may be subject to substantial liabilities........Under all of these circumstances, there is an actual, justiciable and substantial controversy between Sirius XM and the defendants having adverse legal interests of sufficient immediacy and reality to warrant the issuance of declaratory judgments with respect to the (patents).
OPTi 8K - OPTi Receives $19.0 Million Verdict in Patent Infringement Lawsuit Against Apple Inc.
OPTi Inc (OTCBB:OPTI) today announced that a jury from the United States District Court for the Eastern District of Texas ruled in OPTi’s favor in the patent infringement trial between OPTi Inc (“OPTi”) and Apple Inc. (“Apple”), relating to OPTi’s U.S. patent No. 6,405,291, entitled “Predictive Snooping of Cache Memory for Master-Initiated Accesses.” The jury ruled on the following four issues:
- In the matter of wilfull infringement, the jury ruled that Apple wilfully infringed OPTi’s patent;
- In the matter of Apple’s defense that OPTi’s patent was invalid due to obviousness, the jury ruled that OPTi’s patent was valid;
- In the matter of Apple’s defense that the patent was invalid due to anticipation, the jury ruled that the OPTi’s patent was valid;
- In the matter of damages, the jury awarded OPTi $19 million for Apple’s infringement of OPTi’s patent.
Emulex 10Q- Acqusition and Patent Litigation
On January 27, 2009, a patent infringement lawsuit was filed in the United States District Court in the Central District of California as Case No. CV09-00605 R (JWJx) against Emulex by Microprocessor Enhancement Corporation and Michael H. Branigin. The complaint alleges infringement of U.S. Patent No. 5,471,593, and seeks a judgment for damages, injunctive relief, and an award of attorneys’ fees and costs. On March 25, 2009, Emulex filed an answer to the complaint denying allegations and asserting affirmative defenses.
On April 21, 2009, Broadcom Corporation filed a lawsuit in the Court of Chancery of the State of Delaware against Emulex and its board of directors. The complaint asserts counts for declaratory relief and breach of fiduciary duty in connection with Emulex’s January 2009 amendments to its bylaws, adoption of a new shareholder rights plan to replace its expiring rights plan, and amendments to its Key Employee Retention Agreements. The complaint seeks declaratory and injunctive relief, as well as costs and disbursements, including attorneys and expert fees. The lawsuit was filed in conjunction with Broadcom’s announcement on April 21, 2009, of its proposal to acquire Emulex.
On April 27, 2009, Reid Middleton filed a lawsuit in the Court of Chancery of the State of Delaware on behalf of himself and all other similarly situated stockholders of Emulex and derivatively on behalf of Emulex. The complaint names the members of Emulex’s board of directors as defendants and Emulex as a nominal defendant. The complaint asserts a claim for breach of fiduciary duty on behalf of a putative class of holders of Emulex common stock and a derivative claim for devaluing the company relating to Emulex’s January 2009 amendments to its bylaws, adoption of a new shareholder rights plan to replace its expiring rights plan, and amendments to its Key Employee Retention Agreements, and Broadcom’s announcement of its proposal to acquire Emulex. The complaint seeks declaratory and injunctive relief, compensatory damages, interest and costs, including attorneys’ and expert fees.
Customer concentration: Last quarter's revenue domiated by IBM 24% and Hewlett-Packard 17%
On April 21, 2009, Broadcom Corporation filed a lawsuit in the Court of Chancery of the State of Delaware against Emulex and its board of directors. The complaint asserts counts for declaratory relief and breach of fiduciary duty in connection with Emulex’s January 2009 amendments to its bylaws, adoption of a new shareholder rights plan to replace its expiring rights plan, and amendments to its Key Employee Retention Agreements. The complaint seeks declaratory and injunctive relief, as well as costs and disbursements, including attorneys and expert fees. The lawsuit was filed in conjunction with Broadcom’s announcement on April 21, 2009, of its proposal to acquire Emulex.
On April 27, 2009, Reid Middleton filed a lawsuit in the Court of Chancery of the State of Delaware on behalf of himself and all other similarly situated stockholders of Emulex and derivatively on behalf of Emulex. The complaint names the members of Emulex’s board of directors as defendants and Emulex as a nominal defendant. The complaint asserts a claim for breach of fiduciary duty on behalf of a putative class of holders of Emulex common stock and a derivative claim for devaluing the company relating to Emulex’s January 2009 amendments to its bylaws, adoption of a new shareholder rights plan to replace its expiring rights plan, and amendments to its Key Employee Retention Agreements, and Broadcom’s announcement of its proposal to acquire Emulex. The complaint seeks declaratory and injunctive relief, compensatory damages, interest and costs, including attorneys’ and expert fees.
Customer concentration: Last quarter's revenue domiated by IBM 24% and Hewlett-Packard 17%
Tuesday, April 28, 2009
IDT Submits Proposal to Acquire Tundra Semiconductor
SAN JOSE, Calif.--(BUSINESS WIRE)--IDT® (Integrated Device Technology, Inc.) (NASDAQ:IDTI), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience, today announced it has submitted a written proposal to acquire Tundra Semiconductor Corporation (TSX: TUN) in an all cash offer at a price of
CDN$6.25 per share, or an aggregate purchase price of approximately CDN$120.8 million. Tundra is presently a party to an agreement (the Gennum Agreement) for Gennum Corporation (Gennum; TSX: GND) to acquire Tundra with a mixture of cash and stock. The IDT proposal constitutes a premium of 12%, based on Gennum’s 5-day volume weighted average price of CDN$4.59 per share ended April 24. The Tundra board of directors has determined that the IDT proposal is a superior proposal under the Gennum Agreement. “IDT is excited to present Tundra with an acquisition proposal, which we believe offers significant value to Tundra’s shareholders. The strength of Tundra in serial switching and bridging using PCI Express®, Rapid IO® and VME, combined with IDT’s mixed-signal portfolio and channel capabilities, would reinforce IDT’s leadership in interconnect solutions for the communication, computing, and embedded segments,” said Dr. Ted Tewksbury, president and CEO at IDT. “We believe that this strategic business combination would provide customers with a broader product offering as well as improved service, support and future roadmap of serial connectivity innovations. In addition, we expect the proposed acquisition would be accretive to IDT’s non-GAAP EPS in the third full quarter of combined operations.” Pursuant to the terms of the Gennum Agreement, Gennum has a five business day period that ends at 11:59 pm (EDT) on Friday, May 1, 2009 in which to match the IDT proposal. The IDT Board of Directors has unanimously approved the acquisition proposal to Tundra, and entry into a definitive agreement with Tundra in connection with the IDT proposal, subject to the Gennum five business day matching period and the termination of the Gennum Agreement.
CDN$6.25 per share, or an aggregate purchase price of approximately CDN$120.8 million. Tundra is presently a party to an agreement (the Gennum Agreement) for Gennum Corporation (Gennum; TSX: GND) to acquire Tundra with a mixture of cash and stock. The IDT proposal constitutes a premium of 12%, based on Gennum’s 5-day volume weighted average price of CDN$4.59 per share ended April 24. The Tundra board of directors has determined that the IDT proposal is a superior proposal under the Gennum Agreement. “IDT is excited to present Tundra with an acquisition proposal, which we believe offers significant value to Tundra’s shareholders. The strength of Tundra in serial switching and bridging using PCI Express®, Rapid IO® and VME, combined with IDT’s mixed-signal portfolio and channel capabilities, would reinforce IDT’s leadership in interconnect solutions for the communication, computing, and embedded segments,” said Dr. Ted Tewksbury, president and CEO at IDT. “We believe that this strategic business combination would provide customers with a broader product offering as well as improved service, support and future roadmap of serial connectivity innovations. In addition, we expect the proposed acquisition would be accretive to IDT’s non-GAAP EPS in the third full quarter of combined operations.” Pursuant to the terms of the Gennum Agreement, Gennum has a five business day period that ends at 11:59 pm (EDT) on Friday, May 1, 2009 in which to match the IDT proposal. The IDT Board of Directors has unanimously approved the acquisition proposal to Tundra, and entry into a definitive agreement with Tundra in connection with the IDT proposal, subject to the Gennum five business day matching period and the termination of the Gennum Agreement.
Sunday, April 26, 2009
Qualcomm and Broadcom Reach Settlement and Patent Agreement
Qualcomm Incorporated (Nasdaq: QCOM) and Broadcom Corporation (Nasdaq: BRCM) today announced that they have entered into a settlement and multi-year patent agreement. The agreement will result in the dismissal with prejudice of all litigation between the companies, including all patent infringement claims in the International Trade Commission and U.S. District Court in Santa Ana, as well as the withdrawal by Broadcom of its complaints to the European Commission and the Korea Fair Trade Commission. Under the agreement, the companies have granted certain rights to each other under their respective patent portfolios. Qualcomm will pay Broadcom $891 million over a four-year period. The terms of this agreement will not result in any change to Qualcomm's 3G (e.g., CDMA2000®, WCDMA and TD-SCDMA ) and 4G (e.g., LTE and WiMAX ) licensing revenue model.
The terms of the agreement include, among other elements:
The terms of the agreement include, among other elements:
- Broadcom and Qualcomm agree not to assert patents against each other for their respective integrated circuit products and certain other products and services;
- Broadcom agrees not to assert its patents against Qualcomm's customers for Qualcomm's integrated circuit products incorporated into cellular products;
- Qualcomm's customers do not receive rights to any of Broadcom's patents with respect to Qualcomm integrated circuit products incorporated into non-cellular products and equipment;
- Qualcomm agrees not to assert its patents against Broadcom's customers for Broadcom's integrated circuit products incorporated in non-cellular products;
- Broadcom customers do not receive rights to any of Qualcomm's patents with respect to Broadcom integrated circuit products incorporated into cellular products and equipment;
- Qualcomm will pay Broadcom $891 million in cash over a period of four years, of which $200 million will be paid in the quarter ending June 30, 2009. The agreement does not provide for any other scheduled payments between the parties.
Other terms of the agreement are confidential.
Friday, April 24, 2009
Atheros 10Q - Litigation update
On March 30, 2009, PACid Group, LLC (“PACid”) filed a complaint against the Company and 18 other defendants in the United States District Court for the Eastern District of Texas, Tyler Division. In the complaint, PACid alleges that certain of the Company’s products infringe U.S. Patent Numbers 5,963,646 and 6,049,612 which relate to generation of encryption keys and methods of protecting information files using such keys. PACid seeks unspecified damages and other relief. Due to its early stage, the Company has not yet had the opportunity to examine the merit of PACid’s allegations.
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