SUNNYVALE, Calif. & TORONTO -- April 17, 2001 -- QuickLogic Corporation (Nasdaq:QUIK), the pioneer of ESP (Embedded Standard Product) technology, and V3 Semiconductor Inc. (OTC: VVVIE), the Embedded Intelligence Company, said today that they have entered into a definitive agreement under which QuickLogic will acquire certain assets of V3 in a stock transaction. V3, based in Toronto, is a manufacturer of Application Specific Standard Products (ASSPs) that enhance high-speed data throughput within telecommunications and Internet infrastructure systems. The acquisition is designed to accelerate QuickLogic's ESP strategy by strengthening the company's ability to develop and market system-level products for the communications and networking markets.
Under the agreement, QuickLogic will acquire the assets of V3 for approximately 2.5 million shares of QuickLogic common stock. Subject to the market price of QuickLogic shares at the close of the deal, the transaction will be valued at approximately US$12 million to US$15 million. All V3 employees have been offered employment with QuickLogic. The acquisition is expected to be finalized by the end of Q3 2001.
"V3's system engineering and marketing expertise in ASSPs will significantly enhance our ability to design advanced high-speed interconnect ESP product lines with higher levels of integration,'' said Tom Hart, President and CEO of QuickLogic. ``The acquisition also allows us to accelerate the shift from providing components to offering subsystems and systems-level solutions, something that V3 does successfully. And, it supports our path to providing electronics manufacturers an alternative to ASICs for high-volume production."
Carl Mitchell, V3 president and chief operating officer, said the synergy of QuickLogic and V3 employees, products and technology will produce clear benefits for customers of both companies. ``The mutual strengths and areas of focus of the two companies will result in exciting new products that will allow QuickLogic to be a leader in embedded markets for years to come,'' he said.
V3 Procedural Details and Interim Operations
To facilitate the asset sale and the subsequent windup of V3 as a distinct entity, V3 intends to file for protection under Chapter 11 of the bankruptcy laws. V3 and QuickLogic have also entered into a manufacturing and distribution agreement pending the sale in order to ensure continued seamless distribution of V3's products to its customers. V3 anticipates that all creditors will be paid in full and that the remaining shares of QuickLogic common stock it receives in the transaction will be distributed to its shareholders.
About QuickLogic
QuickLogic Corporation introduced the Embedded Standard Product (ESP) architecture in 1998, creating a new class of semiconductor devices that combines the guaranteed performance and lower cost of standard products with the flexibility and time-to-market benefits of programmable logic. Since then, QuickLogic has developed more than 100 ESP solutions for OEMs in such markets as telecommunications and data communications; video/audio, graphics and imaging; instrumentation and test; high-performance computing; and military systems. For more information on the company and its products, please go to http://www.quicklogic.com/.
About V3
Founded in 1986, V3 Semiconductor is a fabless semiconductor company that develops and markets standards-based embedded system interconnect and controller solutions for leading electronics original equipment manufacturers, predominantly in the networking market. These solutions are comprised of high-performance silicon, supporting software, evaluation platforms, reference designs and applications support. V3 products deliver very high system throughput through efficient management and transfer of data between embedded processor, memory and I/O sub-systems. In addition to their use in advanced communications and Internet infrastructure systems, V3 solutions are found in end-user products such as set-top boxes, residential gateways, mass storage sub-systems and industrial embedded computers. More information about the company can be found at http://www.vcubed.com/.
Forward-Looking Statements are omitted