CAMARILLO, Calif. & BURLINGTON, Ontario (January 23, 2012) – Semtech Corporation (Nasdaq: SMTC), a leading supplier of analog and mixed-signal semiconductors, and Gennum Corporation (TSX:GND), a leading supplier of high speed analog and mixed-signal semiconductors for the optical communications and video broadcast markets, today announced they have entered into a definitive arrangement agreement ("Arrangement Agreement") for Semtech to acquire all of the outstanding shares of Gennum for a total consideration of approximately CDN$500 million (approximately US$494 million based on the exchange rate on January 20, 2012 of CDN$0.9868 to US $1.00).
Semtech management believes the acquisition of Gennum will extend Semtech's leading portfolio of infrastructure products to the metro, access and enterprise computing markets and will enable Semtech to provide its customers with more platforms to differentiate their own high-speed voice, video and data transmission products. The combination will enable Semtech to deliver a broader range of best-in-class solutions aimed at helping its customers create differentiated communication equipment to solve increasing bandwidth bottlenecks in the network.
Gennum designs and sells products that enable video, data and multimedia content to be transmitted at high speed over long distances, while maintaining signal integrity and eliminating the potential for errors in transmission. Its products are used in broadcast, networking, storage, telecommunications and consumer connectivity equipment. Gennum is positioned to benefit from the growth in worldwide demand for bandwidth and is a market leader in broadcast video, high—speed optical communications, high definition video surveillance, Thunderbolt active cable transceivers and backplane signal integrity.
Gennum was founded in 1973 and is headquartered in Burlington, Ontario, Canada. Gennum has approximately 450 employees, including more than 240 engineers, and has offices in Canada, Germany, India, Japan, Mexico, Taiwan, the United Kingdom and the United States.
"We are very excited with the acquisition of Gennum Corporation," stated Mohan Maheswaran, President and Chief Executive Officer of Semtech. "We believe Gennum's unique signal integrity solutions and highly differentiated 1 Gbps to 25 Gbps optical products combined with Semtech's leading 40 Gbps and 100 Gbps SerDes portfolio will deliver one of the industry's most complete and robust portfolios to the communications infrastructure, data communications and enterprise computing segments. Additionally, Gennum's strong position in video broadcast and the emerging HD video surveillance market broadens and further diversifies Semtech's portfolio of high-performance analog semiconductors targeted at fast growing markets."
"We are delighted to join Semtech Corporation, a company with a rich history of great engineering innovation and a strong position in several attractive high-growth markets. After a comprehensive review of Gennum's strategic options, we are convinced that this is the best avenue to unlock the underlying value for shareholders that has been created by the Gennum team," said Franz J. Fink, President and Chief Executive Officer of Gennum. "Our employees have been instrumental in building Gennum and will remain a critical component of the combined company as we move forward in the next chapter of our development. Together, Gennum and Semtech will form a stronger company, capable of accelerating growth beyond what would have been possible as separate entities."
Semtech expects to finance the acquisition through a combination of cash on hand and new bank financing. The company has received a financing commitment of up to US$400 million from Jefferies Finance LLC. The proposed transaction is not subject to a financing condition.
Semtech estimates that the acquisition will result in at least $15 million in annual synergies, which Semtech expects will be achieved in full in Semtech's fiscal year 2014. Semtech's management expects that the acquisition will be accretive to non-GAAP earnings per share by more than 20 cents in fiscal year 2013 and more than 40 cents in fiscal year 2014. Semtech will provide further guidance upon the closing of the transaction.
About Semtech
Semtech Corporation is a leading supplier of analog and mixed-signal semiconductors for high-end consumer, computing, communications and industrial equipment. Products are designed to benefit the engineering community as well as the global community. Semtech is dedicated to reducing the impact it, and its products, have on the environment. Internal green programs seek to reduce waste through material and manufacturing control, use of green technology and designing for resource reduction. Publicly traded since 1967, Semtech is listed on the NASDAQ Global Select Market under the symbol SMTC. For more information, visit http://www.semtech.com.
About Gennum
Gennum Corporation (TSX: GND) designs innovative semiconductor solutions and intellectual property (IP) cores designed to be the world's most advanced consumer connectivity, enterprise, video broadcast and data communications products. Leveraging Gennum's proven optical, analog and mixed-signal products and IP, Gennum enables multimedia and data communications products to send and receive information without compromising the signal integrity. Recognized as an award winner for advances in high definition (HD) broadcasting, Gennum is headquartered in Burlington, Canada, and has global design, research and development and sales offices in Canada, Mexico, Japan, Germany, United States, Taiwan, India and the United Kingdom. For more information, visit http://www.gennum.com
"Forward-Looking" and "Safe-Harbor" Statements are omitted