Monday, November 29, 2010

Mellanox Technologies Ltd. Announces Definitive Agreement to Acquire Voltaire Ltd

SUNNYVALE, CA. and YOKNEAM, ISRAEL – Nov. 29, 2010 – Mellanox® Technologies, Ltd. (NASDAQ: MLNX; TASE: MLNX), a leading supplier of end-to-end connectivity solutions for servers and storage systems, and Voltaire Ltd. (NASDAQ: VOLT), a leading provider of scale-out data center fabrics, announced today that they have signed a definitive agreement under which Mellanox will acquire 100 percent of Voltaire’s outstanding ordinary shares for cash at a price of $8.75 per share, or a total equity value of approximately $218 million ($176 million net of cash). The terms of the transaction have been unanimously approved by both the Mellanox and Voltaire Boards of Directors. The transaction is currently projected to close in the first quarter of 2011, subject to certain closing conditions. The combination of the two companies will strengthen Mellanox’s position as a premier, end-to-end connectivity solutions provider for the growing worldwide data center server and storage markets. According to Gartner*, worldwide server shipments are expected to increase from approximately 9 million in 2010 to 11.2 million in 2014, and worldwide storage systems are expected to grow from approximately 1.8 million in 2010 to 3.2 million in 2014.

The combined businesses currently have approximately 700 employees and achieved revenues of $217 million for the twelve months ended Sept. 30, 2010.

Mellanox currently anticipates that the transaction will be accretive to its fiscal 2011 non-GAAP earnings by $0.02 - $0.05 or more per share. With highly complementary products, markets, customers and strategies, Mellanox expects the proposed acquisition of Voltaire to enhance its market position as a leading provider of end-to-end connectivity solutions for servers and storage systems. The combination will also help Mellanox achieve meaningful revenue and cost synergies over time, with estimated, annualized cost synergies of at least $10 million by the end of 2012.

Mellanox’s Board of Directors has indicated its intention to nominate Ronnie Kenneth, the chairman and CEO of Voltaire, to join its Board of Directors at Mellanox’s Annual General Meeting of shareholders, which it currently anticipates will be held in May 2011. Mr. Kenneth has indicated his intention to join the Board of Directors of Mellanox.

Mellanox and Voltaire believe that employees represent one of their most important assets, and Mellanox looks forward to combining employees from both organizations under one unified management team. Mellanox expects to run the combined business from both companies’ current offices located in Israel, the United States and around the world. Further, Mellanox intends to retain both companies’ existing product lines and will converge such lines in future product generations to ensure continuity for customers and partners of both companies. Through this acquisition, Mellanox expects to achieve additional scale to permit it to operate as a larger, more successful and more profitable enterprise, thus increasing value for the combined company’s shareholders and customers.

“The combination of Mellanox and Voltaire will create a leading provider of connectivity solutions for our customers by leveraging the complementary strengths of our companies. Together, we believe the combined company will be a stronger business partner and system solutions provider, delivering customers a comprehensive range of end-to-end connectivity solutions,” said Eyal Waldman, president, chairman and CEO of Mellanox Technologies. “We welcome the great talent from Voltaire and look forward to completing the integration of our employees to create a superior combined company.”

“We believe this is a great transaction for our customers, employees and shareholders,” said Ronnie Kenneth, chairman and CEO of Voltaire. “We expect the combined company to offer our customers the financial strength of Mellanox, industry-leading solutions and world-class development teams that drive innovation and enhance market opportunities.”

Mellanox believes that the Voltaire acquisition will strengthen its leadership position in providing end-to-end connectivity systems and will expand its software and product offerings in the growing worldwide data center server and storage markets it serves.

Under the terms of the definitive agreement, Voltaire shareholders will receive $8.75 for each ordinary share of Voltaire that they hold at the closing of the transaction. The proposed acquisition is subject to customary closing conditions, including the receipt of applicable regulatory approvals and the approval of Voltaire's shareholders.

In connection with the transaction, J.P. Morgan acted as exclusive financial adviser to Mellanox, and Bank of America Merrill Lynch acted as exclusive financial adviser to Voltaire.

Monday, November 15, 2010

SMSC Acquires Symwave, Inc.

HAUPPAUGE, N.Y.--(BUSINESS WIRE)--SMSC (NASDAQ: SMSC), a leading semiconductor company creating valued connectivity ecosystems, today announced that it has acquired Symwave, Inc. (Symwave), a global fabless semiconductor company supplying high-performance analog/mixed-signal connectivity solutions utilizing proprietary technology, IP and silicon design capabilities. Symwave’s suite of SuperSpeed USB 3.0 compliant products and core technology deliver up to 10 times the speed of USB 2.0 devices and target external storage, cellular phones, media players, camcorders, digital cameras and other applications requiring high-speed data transfer capabilities. End products based on Symwave’s storage controller were the industry’s first to achieve the USB-IF’s USB 3.0 certification in December 2009.

“As a market leader for USB solutions, SMSC remains at the forefront of technology evolution that enhances our strong portfolio to better serve our customers and create new growth opportunities for our company,” said Christine King, President & Chief Executive Officer of SMSC. “This led to our initial investment in Symwave in 2009, whose team of engineers has since delivered the industry’s lowest power, highest performing storage products for the SuperSpeed USB market. With USB 3.0 now ready for mass deployment, SMSC is strengthening its market position through the addition of best-in-class USB 3.0 expertise to take advantage of this technological shift at the optimal time. We expect this IP will be broadly used throughout SMSC’s connectivity product portfolio.”

“SMSC has been a strong supporter of Symwave during some of the most challenging financial times in the history of our industry, and their backing enabled us to complete the product development and ramp our customers to production successfully,” said Yossi Cohen, President & Chief Executive Officer of Symwave. “We are pleased to see a successful outcome for our employees and shareholders, our customers, and our suppliers. We envisioned the emergence of USB 3.0 over 2.5 years ago and are proud of having delivered on our vision with multiple successful products.”

Symwave has developed a host of standards-based physical layer (PHY), low power analog front end (AFE) cores, integrated circuits (ICs) and semiconductor system solutions. These solutions feature patented technical innovations that enable multi-gigabit per second data transfer rates with extremely low power and excellent electrical performance. In addition, Symwave provides software, reference designs, and a complete development environment for USB storage applications.

Symwave products have already been qualified by most of the major storage OEM companies worldwide and are shipping in excess of a million units per month. This is expected to contribute to SMSC’s USB revenue stream and accelerate SMSC’s entry into the USB 3.0 market.

SMSC had previously made a $5.2 million equity investment in Symwave, resulting in a total equity stake of 14 percent, and recently provided $3.1 million in bridge financing to Symwave. Under terms of the agreement, SMSC also agreed to make cash payments to Symwave shareholders as part of an earnout provision upon achievement of certain financial goals during calendar year 2011. Headquartered in Laguna Niguel, CA, with design centers in San Diego, CA and Shenzhen, China, Symwave has approximately 90 employees, of which over 60 are in Asia. The acquisition closed on November 12, 2010.

Thursday, October 28, 2010

Oracle Makes Strategic Investment in Mellanox Technologies, Ltd.

REDWOOD SHORES, Calif. and Yokneam, Israel, October 27, 2010

News Facts
Oracle (NASDAQ: ORCL) today announced that it has made a strategic investment in Mellanox Technologies, Ltd. (NASDAQ: MLNX; TASE: MLNX), a leading supplier of end-to-end connectivity solutions for servers and storage systems, to further align product vision and maximize partnership efforts.
Mellanox’s InfiniBand is the premier switch fabric for enterprise data centers and high performance computing, providing superior scalability, higher throughput and lower latency in comparison to alternative communications technologies.
Oracle and Mellanox have had a long-term strategic partnership that allows Oracle to leverage Mellanox's InfiniBand products to create differentiated Oracle solutions like Exadata and Exalogic. A strong and friendly relationship with Mellanox is critical to Oracle.
Mellanox intends to make Oracle Solaris a core supported operating system platform to help meet increasing customer demand.
In recognition of the importance of InfiniBand and Mellanox to Oracle, Oracle has acquired 10.2% of Mellanox’s ordinary shares in the open market. This stake is for investment purposes only, to solidify common interest in the future of InfiniBand.
Oracle has no plan or intention to make an unsolicited and unfriendly offer to take over Mellanox.
Mellanox is expected to continue to work with all technology vendors, in addition to Oracle, such as Dell, HP, IBM, and others, to maximize the usage of InfiniBand as the preferred data center communications fabric.

Wednesday, October 27, 2010

Broadcom Corporation to Acquire Percello Ltd.

IRVINE, Calif., Oct. 26 /PRNewswire-FirstCall/ -- 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 Percello Ltd., a privately-held company that develops system-on-a-chip (SoC) solutions for femtocells. Femtocells are small, low power cellular base stations that extend coverage indoors where signals are weak. Used primarily in residential and enterprise business settings, femtocells communicate with a service provider's network through a broadband connection, allowing users to continue using their mobile devices without losing connectivity. The acquisition of Percello is expected to enable Broadcom to lower overall bill of material cost and accelerate the time to market for best-in-class and energy-efficient femtocell technology.

"Percello's energy-efficient and cost-optimized femtocell architecture augments our portfolio of highly integrated solutions for broadband connectivity and provides significant benefits for our customers and end users," said Greg Fischer, Vice President and General Manager of Broadcom's Broadband Carrier Access line of business. "As wireless data usage continues to expand, this technology is well-positioned to enable wireless carriers to offload both data and voice traffic, while offering subscribers better cell reception in the home and office and accelerating the introduction of new 'converged' mobile broadband services."

"Percello's femtocell technology delivers a simple and cost-effective solution that enables service providers to quickly and easily extend wireless cellular access as well as offering advanced applications and services to their subscribers," saidShlomo Gadot, Chief Executive Officer, Percello. "The combination of Percello's high performance femtocell solutions and Broadcom's broadband portfolio provides significant benefits including greater efficiencies, accelerated time to market and a world-class technology and engineering talent base."

"The femtocell market has turned the corner in 2010 with more than 1 million femtocells global shipments expected by conservative estimates this year. By 2015 we see more than 50 million femtocells being shipped annually with WCDMA femtocells making up the bulk of the market," said Aditya Kaul, Practice Director, Mobile Networks, ABI Research. "This is driven by the consumers' desire to be connected at all times, the need for increased data capacity in networks coupled with wireless service providers deploying fast, simple and cost-effective upgrades to support base stations and accelerate the introduction of advanced services like presence and location based alerts, multimedia syncing and sharing, smart phone applications and enhanced mobile video services to their subscribers."

In connection with the acquisition, Broadcom expects to pay approximately $86 million, net of cash assumed from Percello, to acquire all of the outstanding shares of capital stock and other rights of Percello. The purchase price will be paid in cash, except that a portion of such purchase price attributable to unvested employee stock options will be paid in Broadcom restricted stock units. Additional consideration of up to $12 million in cash will be reserved for future payment to the former holders of Percello capital stock and other rights upon satisfaction of certain performance goals. A portion of the cash consideration payable to the stockholders will be placed into escrow to cover indemnity obligations. Excluding any purchase accounting related adjustments and fair value measurements, Broadcom expects the acquisition of Percello to be approximately neutral to earnings per share in 2011. The boards of directors of the two companies have approved the acquisition. The transaction is expected to close in Broadcom's fourth quarter, 2010 or by the end of Broadcom's first quarter, March 31, 2011 and remains subject to customary closing conditions.

About Percello

Percello is a fabless semiconductor company offering highly integrated and low-cost digital baseband processors for WCDMA and LTE Femtocells. Founded in 2007, Percello provides innovative and customized solutions that address the key business and technological challenges of equipment vendors in the emerging Femtocell market. Percello's proven Femtocell SoC offerings reduce costs, lower power consumption, ease integration efforts, shorten development time and enhance flexibility.

About Broadcom

Broadcom Corporation is a major technology innovator and global leader in semiconductors for wired and wireless communications. Broadcom products enable the delivery of voice, video, data and multimedia to and throughout the home, the office and the mobile environment. We provide the industry's broadest portfolio of state-of-the-art system-on-a-chip and software solutions to manufacturers of computing and networking equipment, digital entertainment and broadband access products, and mobile devices. These solutions support our core mission: Connecting everything®.

Broadcom, one of the world's largest fabless communications semiconductor companies, with 2009 revenue of $4.49 billion, and holds more than 4,500 U.S. and 1,900 foreign patents, and has more than 7,800 additional pending patent applications, and one of the broadest intellectual property portfolios addressing both wired and wireless transmission of voice, video, data and multimedia.

Friday, October 22, 2010

Power Integrations Announces Strategic Investment in SemiSouth Laboratories

STARKVILLE, Miss. & SAN JOSE, Calif.--(BUSINESS WIRE)--Power Integrations (Nasdaq: POWI), the leader in high-voltage integrated circuits for energy-efficient power conversion, today announced a strategic investment in SemiSouth Laboratories, Inc., a Mississippi-based manufacturer of high-voltage silicon-carbide (SiC) semiconductor devices. Power Integrations’ commitment of $30 million, which includes an equity investment in SemiSouth, a technology license and other financial commitments, will help drive the continued expansion of SemiSouth’s SiC fabrication facility and spur continued growth of clean-tech jobs in Mississippi. The companies will collaborate to drive adoption of SemiSouth’s SiC technology, which enables ultra-efficient power conversion for solar and wind inverters, hybrid/electric vehicles and other applications that benefit from exceptionally high energy efficiency.

“SemiSouth has made impressive breakthroughs in the development of silicon-carbide technology, attaining exceptionally high levels of efficiency and establishing SiC as an enabler of clean technologies such as solar energy and hybrid/electric vehicles,” stated Balu Balakrishnan, president and CEO of Power Integrations. “With a mutual focus on energy-efficient high-voltage semiconductor technology, Power Integrations and SemiSouth are natural strategic partners. We are particularly enthusiastic about investing in Mississippi’s emerging high-tech sector, where strong support from government and the academic community has created an environment highly conducive to innovation and private-sector investment.”The new relationship will be formally announced today at SemiSouth’s Starkville headquarters, located in the Thad Cochran Technology Park. A number of notable public officials will be on hand for the announcement, including Mississippi Governor Haley Barbour, U.S. Representative Gregg Harper, and Dr. Mark Keenum, president of Mississippi State University.

"Today's announcement is a testament to SemiSouth's success and to Mississippi’s growing stature as a center for technology and innovation," said Mississippi Governor Haley Barbour. “As a leader in automotive manufacturing, Mississippi understands the strategic importance of advanced power electronics, which are becoming a critical part of the supply chain as the industry migrates to hybrid/electric vehicles. Home-grown innovations like SemiSouth’s SiC technology represent a tremendous economic opportunity for our state. We welcome Power Integrations’ involvement in SemiSouth and Mississippi's clean-tech initiatives."

Added Kenney Roberts, president and CEO of SemiSouth, “SemiSouth has recently been recognized by its customers for having world-record, cost-effective, energy-efficient power semiconductor electronic products based on SiC technology. In response to unprecedented global demand for our products in energy-sensitive markets such as solar inverters, server power supplies, wind inverters, and electric vehicle development, we needed to find the right investor willing to share our vision of expansion. We welcome Power Integrations’ investment in SemiSouth’s future, to allow us to quickly expand and serve our customers on a much broader scale.”

"I applaud SemiSouth for their success in creating new clean-tech jobs for Mississippians and helping transform our state into a technology hub that will drive the future's renewable energy technologies," said U.S. Representative Gregg Harper, a freshman from Mississippi’s Third Congressional District. “Working in tandem, SemiSouth and Power Integrations are fostering the development of clean technologies that will provide renewable energy solutions throughout the world."

Founded in 2000 as a spin-out from Mississippi State University, SemiSouth is a privately held, venture-backed semiconductor company with more than 20 U.S. patents in the emerging field of high-efficiency silicon-carbide power devices. The company’s products, which include 1200 V and 1700 V transistors as well as high-voltage diodes and power modules, enable ultra-efficient power conversion and power management in applications ranging from three kilowatts to 100 kilowatts today, with products in development to serve applications up to one megawatt. The company operates a 10,000-square-foot clean-room facility at its Starkville headquarters, where it employs more than 70 people.

Power Integrations, based in San Jose, Calif., pioneered the market for high-voltage integrated circuits used in AC-DC power supplies. The company’sEcoSmart™ energy-efficiency technology drastically cuts standby energy consumption, the power wasted by electronic products that are plugged in but not in use. The company has sold nearly four billion EcoSmartchips since 1998, saving an estimated $4.4 billion of standby power and preventing millions of tons of carbon emissions. The company’s chips can be found in all manner of electronic products including computers, appliances, mobile-phone chargers, consumer electronics and LED lights.

Thursday, October 21, 2010

PMC-Sierra to acquire Wintegra

SANTA CLARA, Calif.--(BUSINESS WIRE)--PMC-Sierra, Inc. (NASDAQ:PMCS), the premier Internet infrastructure semiconductor solution provider, today announced that it has signed a definitive agreement to acquire Wintegra Inc., a leading provider of highly integrated network processors optimized for mobile backhaul equipment.

Wintegra’s WinPath™ family of network processors – combined with their field-proven networking software – is used in 3G/4G base stations, fiber and microwave cell-site routers, as well as radio network controllers deployed globally in mobile networks. These single-chip solutions enable carriers to increase throughput on their mobile backhaul networks while successfully scaling and migrating to packet-based architectures.Mobile networks worldwide are reaching a breaking point driven by the explosive growth in video and data traffic fueled by the rapid adoption of 3G and 4G smartphones, tablets and netbooks. Carriers are entering into multi-year upgrades of their mobile backhaul equipment as they transition from TDM to packet-based architecture. Packet-based mobile backhaul enables carriers to cost-effectively scale bandwidth capacity to accommodate the increasing levels of media streaming that drives the projected 10 times growth in mobile data traffic over the next three to four years.

The acquisition accelerates PMC-Sierra’s product offering in the IP/Ethernet packet-based mobile backhaul equipment market segment, which is expected to grow 35 percent annually from $1.2 billion in 2009 to $5.5 billion in 2014, according to Infonetics research1.

This acquisition fits strategically with PMC-Sierra’s overall efforts to accelerate the transition of existing communications equipment to converged, packet-centric solutions. Today, PMC-Sierra is the leading provider of residential access with Passive Optical Networking (PON) solutions as well as end-to-end multi-service Optical Transport Network (OTN) solutions for Metro networks. Wintegra extends PMC-Sierra’s offerings into IP-based mobile backhaul solutions required by carriers as they upgrade their infrastructure to capture growing 3G/4G wireless data service revenues.

“Carriers are moving rapidly to IP-based mobile backhaul, and Wintegra’s product offering is uniquely positioned to enable this packet transition and breakthrough the bandwidth bottlenecks faced in mobile networks,” said Greg Lang, president and chief executive officer of PMC-Sierra. “Combined with our broad portfolio of communications infrastructure products, PMC-Sierra is leading the industry in the migration to IP-based networks in mobile backhaul, metro optical transport, and residential Fiber To The Home.”

“We’ve already been partnering with PMC-Sierra to create mobile backhaul solutions that combine our multi-service WinPath processors and networking software with PMC-Sierra’s extensive portfolio of framers and mappers,” said Kobi Ben-Zvi, founder and chief executive officer of Wintegra. “Given the strong strategic fit between the two companies, joining forces will allow us to further accelerate the industry’s transition to IP-based networks.”

Wintegra has 165 employees with the majority of its R&D development team located in Ra’anana, Israel, and Austin, Texas. The acquisition of Wintegra expands PMC-Sierra’s presence in Israel, where its FTTH business is based. Wintegra’s founders, Kobi Ben-Zvi and Robert O’Dell, will join PMC-Sierra and bring an exceptional team with strong expertise in silicon design, networking software, and system integration.

Under the terms of the deal, PMC-Sierra will pay Wintegra $240 million in cash consideration less an estimated net cash amount of $27 million on Wintegra’s balance sheet at time of closing, for a net purchase price of $213 million. PMC-Sierra intends to use its existing balance sheet cash to finance the acquisition. Further, up to an additional $60 million of cash consideration may be paid if certain growth and performance milestones are reached by the end of 2011. The acquisition has been approved by both companies’ board of directors and is expected to close in the fourth quarter of 2010 subject to customary closing conditions and regulatory approvals. The transaction is expected to be immediately accretive to PMC-Sierra’s earnings.

Wednesday, October 13, 2010

Broadcom Corporation to Acquire Beceem Communications

IRVINE, Calif., Oct 13, 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 Beceem Communications Inc., a privately-held company that is a leading provider of fourth generation (4G) wireless platform solutions. Beceem has announced the industry's first 4G multimode platform that can support both LTE and WiMAX 4G networks. Supporting peak broadband download speeds of up to 200Mbps, this technology will enable truly mobile broadband connectivity for smartphones, mobile computing, consumer electronics products and wireless gateways.
The acquisition of Beceem accelerates Broadcom's time-to-market in 4G by adding a talented team with proven expertise developing and selling these solutions for a broadening ecosystem of equipment providers and operators. When combined with Broadcom's 3G/2G cellular solutions, wireless LAN, Bluetooth, GPS, Ethernet switching and other associated IP, Beceem's 4G technology will enable our combined customers to accelerate the market availability of highly integrated, lower cost 4G wireless broadband devices.
Service providers around the world are rolling out next generation 4G networks to meet the explosive demand for an expanding variety of content and the growing number of wireless connected devices per subscriber designed to access this content. Beceem's solutions address both LTE and WiMAX, the two standards associated with 4G cellular services. According to the
Global Semiconductor Alliance, 132 operators in 56 countries are investing in and are expected to deploy LTE, while WiMAX has already been deployed in over 550 networks in 148 countries. These next generation 4G networks will provide a robust mobile broadband experience at home, at work and while on the road for billions of people around the world.
"The combination of Beceem and Broadcom creates a leader in providing multimode wireless connectivity solutions to service providers and equipment manufacturers around the world," said Scott Bibaud, Broadcom's Executive Vice President & General Manager of the Mobile Platforms Group. "Beceem's talented teams of engineers in India and the U.S. have been focused on enabling a 4G ecosystem of operators and equipment manufacturers to drive the deployment of 4G networks. We look forward to adding their innovative technologies to our product portfolio and providing these technologies to our customers."
Beceem's Chief Executive Officer, Surendra Babu Mandava, said: "When combined with Broadcom's 2G and 3G cellular solutions and broader wired and wireless communications portfolio, our 4G products will enable operators to roll out next generation wireless broadband solutions while providing support for existing networks. Our combined offering will be one of the most extensive and formidable in the industry."
In connection with the acquisition, Broadcom expects to pay approximately $316 million, net of cash assumed, to acquire all of the outstanding shares of capital stock and other equity rights of Beceem. The purchase price will be paid in cash, except that portion attributable to unvested employee stock options will be paid in stock options exercisable for shares of Broadcom's common stock. A portion of the cash consideration payable to the stockholders will be placed into escrow pursuant to the terms of the acquisition agreement. Excluding any purchase accounting related adjustments and fair value measurements, Broadcom expects the acquisition of Beceem to be neutral to earnings in 2011. The boards of directors of the two companies have approved the merger. The transaction is expected to close in Broadcom's fourth quarter, 2010 or by the end of Broadcom's first quarter, March 31, 2011 and remains subject to the satisfaction of regulatory requirements and other customary closing conditions.
About Beceem
Beceem is the leading provider of 4G semiconductors and offers a number of single-chip solutions optimized for mobile devices and wireless broadband markets. Beceem's products are WiMAX certified, power the CLEAR and NOQ networks in the United States and are validated against WiMAX base stations from all major OEMs.
About Broadcom
Broadcom Corporation is a major technology innovator and global leader in semiconductors for wired and wireless communications. Broadcom products enable the delivery of voice, video, data and multimedia to and throughout the home, the office and the mobile environment. We provide the industry's broadest portfolio of state-of-the-art system-on-a-chip and software solutions to manufacturers of computing and networking equipment, digital entertainment and broadband access products, and mobile devices. These solutions support our core mission: Connecting everything(R). Broadcom, one of the world's largest fabless communications semiconductor companies, with 2009 revenue of $4.49 billion, holds more than 4,300 U.S. and 1,800 foreign patents, and has more than 7,900 additional pending patent applications, and one of the broadest intellectual property portfolios addressing both wired and wireless transmission of voice, video, data and multimedia.

Tuesday, October 12, 2010

Silicon Laboratories Acquires ChipSensors

AUSTIN, Texas, October 12, 2010 - Silicon Laboratories Inc. (Nasdaq: SLAB) today announced the acquisition of Ireland-based ChipSensors Limited, an early stage technology company creating innovative single-chip CMOS sensors designed to detect temperature, humidity and gases. ChipSensors’ technology complements Silicon Labs’ touch, proximity sensing and recently acquired MEMS technology, expanding the company’s capabilities in CMOS-based sensors.


ChipSensors, a fabless semiconductor company, has an experienced management and technology team with extensive materials science and mixed-signal design expertise. The company has leveraged these capabilities to develop novel sensor technology that addresses a wide range of target markets such as thermostats, automotive climate control, printers, wireless sensor networks, security systems, gas leak detectors, white goods, and food and drug transportation.


Historically, sensors have been manufactured using specialized materials and manufacturing processes that demand external support circuitry and post-assembly calibration. ChipSensors’ proprietary, patented technology can enable the sensors, signal conditioning circuits and RF transceiver functions, together with the microcontroller and memory, to be integrated and calibrated in a single CMOS IC. These highly integrated devices provide a cost-effective solution to precision sensing for high-volume applications.


“In addition to a strong alignment with Silicon Labs’ existing sensor-related R&D efforts, ChipSensors’ technology also offers synergy with our existing MCU and wireless products, targeting similar end market applications and therefore enabling more content per system and unique integration opportunities,” said Mark Downing, vice president of corporate strategy and business development for Silicon Laboratories.


“Joining forces with Silicon Labs provides us with an exceptional opportunity to both collaborate with a team that has a reputation for the highest caliber mixed-signal engineering and potentially grow the design team in Ireland to take advantage of the strong local technical talent,” said Tim Cummins, CEO and founder of ChipSensors.


About ChipSensors

Headquartered in Limerick, Ireland, ChipSensors was funded by Kernel Capital, Enterprise Ireland and ETV Capital. For more information, visit www.chipsensors.com.


About Silicon Laboratories Inc.

Silicon Laboratories is an industry leader in the innovation of high-performance, analog-intensive, mixed-signal ICs. Developed by a world-class engineering team with unsurpassed expertise in mixed-signal design, Silicon Labs’ diverse portfolio of highly-integrated, easy-to-use products offers customers significant advantages in performance, size and power consumption. These patented solutions serve a broad set of markets and applications including consumer, communications, computing, industrial and automotive.

Headquartered in Austin, TX, Silicon Labs is a global enterprise with operations, sales and design activities worldwide. The company is committed to contributing to our customers’ success by recruiting the highest quality talent to create industry-changing innovations. For more information about Silicon Labs, please visit www.silabs.com.

Monday, October 4, 2010

Microsemi Corporation to Acquire Actel Corporation

IRVINE, Calif. and MOUNTAIN VIEW, Calif., Oct. 4, 2010 (GLOBE NEWSWIRE) -- Microsemi Corporation (Nasdaq:MSCC), a leading manufacturer of high performance analog mixed-signal integrated circuits, high reliability semiconductors and RF subsystems, announced today that it has entered into a definitive agreement to acquire Actel Corporation (Nasdaq:ACTL) for $20.88 per share through a cash tender offer. The total transaction value is approximately $430 million, net of Actel's projected cash balance at closing.

Headquartered in Mountain View, California, Actel is a leading supplier of low-power, mixed-signal, and radiation-tolerant field programmable gate arrays ("FPGAs") serving the Mil/Aero, Industrial, Communication, and Consumer markets. The company is the leader in the Satellite and Space markets as a result of its deep knowledge of radiation tolerance, space-level qualifications, and its long history of service excellence.

"We believe the addition of Actel will deliver compelling synergies to Microsemi," stated James J. Peterson, Microsemi President and Chief Executive Officer. "Actel will bring the most widely-used mixed-signal, radiation tolerant FPGA products in the Aerospace & Defense markets today, and the company's products will allow Microsemi to extend its growing system-level capabilities. As Microsemi continues to move up the value chain in offering its customers system solutions that are better, faster, and more-cost effective than they can build themselves, Actel's highly-integrated solutions will be an integral component in enabling this growth."

"The proposed acquisition of Actel by Microsemi will create a powerful combination," said John C. East, Actel President and Chief Executive Officer. "I can think of no company more complementary and better equipped to take Actel's solutions to new heights."

Microsemi expects significant synergies from this immediately accretive transaction. Based on current assumptions, Microsemi expects the acquisition to be $0.22 to $0.28 accretive in its first full calendar year ending December 2011.

For the September quarter, net sales for Microsemi are expected to range from $146 to $150 million. As of this date, Microsemi remains comfortable with its previously announced non-GAAP diluted earnings per share guidance for its fourth Fiscal quarter 2010 of $0.33 to $0.35.

Tender Offer and Closing

Under the terms of the definitive acquisition agreement, Microsemi will commence a cash tender offer to acquire Actel's outstanding shares of common stock at $20.88 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 $20.88 per share in cash. The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of Actel's common stock and regulatory approvals, and is expected to close in Microsemi's fiscal first quarter, ending January 2, 2011. 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 Actel.

The transaction is not subject to a financing condition as Microsemi has received a financing commitment from Morgan Stanley Senior Funding, Inc. in connection with the acquisition. The financing commitment includes a $375 million seven year senior term loan facility as well as a $50 million revolving credit facility to replace the Company's existing revolver. Stifel Nicolaus Weisel is acting as financial advisor to Microsemi in the acquisition and its legal advisor is O'Melveny & Myers LLP. Goldman, Sachs & Co. is acting as financial advisor to Actel and its legal advisor is Wilson Sonsini Goodrich & Rosati, PC. Additional financial advisory services were provided to Microsemi by Oppenheimer & Co. Inc.

Thursday, September 23, 2010

PLX Technology to Acquire Teranetics, the Leading Supplier of 10 Gigabit Ethernet Silicon

SUNNYVALE, Calif.--(BUSINESS WIRE)--PLX Technology, Inc. [NASDAQ: PLXT], the leader in connectivity solutions for the data center and the home, today announced it has signed a definitive merger agreement to acquire all of the outstanding shares of capital stock of Teranetics, Inc., a privately held fabless provider of high-performance mixed-signal semiconductors. Teranetics, the broadly recognized leader in 10 Gigabit Ethernet over copper physical layer (10GBase-T PHY) technology, delivered the industry’s first fully integrated single-chip implementation of single-port and dual-port 10GBase-T PHY silicon. This silicon is the only known solution in production today.

Teranetics’ corporate headquarters are located in San Jose, California. Founded in 2003, Teranetics provides state-of-the-art silicon solutions that enable 10 Gigabit rates over widely installed low-cost CAT6 and CAT6a cabling. Teranetics’ products allow data centers and enterprise networks to increase scalability and improve throughput while dramatically lowering the cost of ownership for 10 Gigabit links.

Significant growth is expected over the coming years as 1 Gigabit Ethernet networks are upgraded to 10 Gigabit. Market leaders of enterprise switches, NICs, and adapters are shipping products today with Teranetics’ 10GBase-T products. As servers start to ship with 10GBase-T on motherboards next year, demand will accelerate. The Linley Group estimates that over four million ports will ship in 2012 and over 22 million ports in 2014. The total potential for this market is much greater and will take years to develop, similar to the transition from Fast Ethernet to 1 Gigabit Ethernet. Today, 1 Gigabit Ethernet is dominant in the data center, with over 200 million switch ports shipping annually.

PCI Express and 10G Ethernet have their advantages and will continue to coexist as complementary technologies in the data center. PLX will leverage its unique leadership position, technology and IP with these two dominant IOs to bring out new architectures for the data centers of tomorrow and to tap further into the $2 billion Ethernet semiconductor market. These future solutions can take advantage of both technologies while leveraging the company’s superior switching fabrics, high-speed analog, and SoC capabilities to increase performance, lower power consumption and reduce overall system costs.

“This acquisition installs a third leadership position into our product portfolio,” said Ralph Schmitt, president and CEO of PLX. “As the market leader, Teranetics has successfully solved difficult system issues with 10 Gigabit Ethernet plaguing the data center. This has allowed them to ramp their products at critical customers. PLX is fully committed to this market and will continue to invest in future PHYs and other IP to bring high-performance system-level products to market. We welcome our new team to the PLX family, where we will share our mutual core values of leadership, excellence, integrity and winning.”

Under the terms of the merger agreement, PLX Technology will acquire Teranetics in exchange for 7.4 million shares of PLX valued at approximately $27.6 million based on today’s closing price, cash of approximately $1.3 million and two promissory notes aggregating approximately $6.9 million. PLX will also assume approximately $18 million of Teranetics corporate obligations, including indebtedness, transaction expenses incurred by Teranetics and cash bonuses payable to Teranetics employees. The first note will be for $5.4 million due one year from closing and the second will be for approximately $1.5 million due three years from closing. The acquisition has been approved by both companies’ boards of directors. The acquisition, which is subject to satisfaction of certain closing conditions, is anticipated to be completed in early October 2010. Prior to signing the merger agreement, PLX also made a $1 million bridge loan to Teranetics.

“By joining forces with PLX, an established leader in server and data center connectivity, Teranetics gets the framework essential to scaling our business and strengthening our ability to win,” said Nersi Nazari, president and CEO of Teranetics. “With our combined portfolios of enterprise PCI Express switches and 10G Ethernet PHYs, and our common customer base, we envision the newly merged company dominating the backbone of the data center market.”