ADESTO announces acquisition of S3 SEMICONDUCTORS

SANTA CLARA, CA – May 9, 2018 – Adesto Technologies (NASDAQ: IOTS), a leading provider of innovative application-specific semiconductors for the IoT era, announced it has acquired Dublin-based S3 Semiconductors, a global supplier of mixed-signal and RF application specific integrated circuits (ASICs) and an extensive library of design IP.The transaction is valued at approximately $35 million, with an additional earn-out provision based on certain milestones to the end of calendar year 2019.

Highlights of expected benefits of the transaction include:
• Expands Adesto’s portfolio of products and technologies with analog, mixed-signal, and RF solutions and IP
• Accelerates revenue and customer growth in communications and industrial IoT with immediate cross-selling opportunities and nominal customer overlap
• Increases dollar content potential for IoT edge nodes
• S3 Semiconductors is a highly-valued design partner of Arm Holdings
• Adds high-value embedded systems expertise and mixed-signal engineering team
• Immediately accretive to gross margin and adjusted EBITDA

“Building on our leadership position in IoT memories, today we take a meaningful step in becoming a supplier of a broad range of innovative semiconductor products and solutions for the IoT markets,” said Narbeh Derhacobian, CEO of Adesto. “S3 Semiconductors has a proven track record of designing and delivering differentiated ASIC products, and an extensive IP portfolio developed by a talented team of design engineers over many years. Through this acquisition, we are significantly expanding our customer base and SAM with a broader product portfolio and comprehensive systems expertise to deliver a complete solution to our customers.”

Dermot Barry, vice president and general manager of S3 Semiconductors, commented, “Over the years, S3 Semiconductors has built a first-class team that is focused on creating complex, high-quality custom products. Joining forces with Adesto gives us access to a broader sales channel with a diversified group of top-tier customers who will benefit from our ability to deliver highly optimized ASICs with unrivaled cost economies. Moreover, the combined company is well-positioned to gain increasing traction in IoT to drive toward the next phase of innovation and growth.”

S3 Semiconductors will become a business unit of Adesto and will continue to operate under its current operating model across existing global sites, including its four design centers in Dublin, Cork, Prague and Lisbon.

Adesto financed the transaction with existing cash and a new credit facility in the amount of $35 million. Concurrent with the close of the new credit facility, Adesto terminated its former credit facility with Western Alliance Bank, which included paying off an outstanding term loan with a principal amount owed of $12 million.

ROTH Capital is serving as financial advisor and placement agent to Adesto, and Menalto Advisors is serving as financial advisor to S3 Group.

About Adesto Technologies​

Adesto Technologies (NASDAQ:IOTS) is aleading provider of innovative application-specific semiconductors for the IoT era. The company’s technology is used by more than 2,000 customers worldwide who are creating differentiated solutions across industrial, consumer, medical and communications markets. With its growing portfolio of high-value technologies, Adesto is helping its customers usher in the era of the Internet of Things. See: www.adestotech.com.

About S3 Semiconductors​

S3 Semiconductors designs advanced mixed-signal chips and manage every aspect of supplying production devices to its customers using some of the world’s most advanced semiconductor production facilities. With more than 20 years’ experience designing advanced analog and digital circuitry for hundreds of customers in every major region, S3 Semiconductors delivers a new breed of design-centric semiconductor supplier capable of optimizing its designs for every customer, yet achieving cost economies not thought possible with custom chips designs until now. S3 Semiconductors has its headquarters in Dublin, Ireland, with offices in Cork, the US, Portugal, the Czech Republic, along with representatives worldwide. Visit www.s3semi.com.


Forward-Looking Statements are omitted