SAN JOSE, CALIFORNIA, - May 4, 2001 -- Micrel, Incorporated (NASDAQ: MCRL) today announced that it has reached an agreement to acquire Kendin Communications Inc. Kendin is a fabless semiconductor company that designs, develops and markets high performance integrated circuits for the communications and networking markets. Kendin has developed industry-leading mixed-signal technology, which it is applying to the Fast Ethernet, Gigabit Ethernet and 10 Gigabit Ethernet physical layer and switching chip markets. Kendin Communications’ patented algorithmic signal processing architecture offers numerous advantages over DSP-based design including lower power consumption, reduced die size and greater integration.
In connection with the acquisition, Micrel will issue approximately 6.2 million shares of its common stock and options in exchange for all outstanding Kendin securities and options to purchase Kendin securities. Based on the closing price of Micrel, Inc. stock on May 3, 2001, the implied transaction value is approximately $215 million. The transaction is expected to be completed in the quarter ending June 30, 2001, subject to customary regulatory approvals, and is intended to be accounted for as a pooling-of-interests.
The transaction is expected to be modestly accretive to Micrel's earnings per share beginning in the third calendar quarter of 2001. Micrel expects to record one-time acquisition-related charges in the June 30, 2001 quarter of between $8 million to $10 million.
"The acquisition of Kendin creates additional growth opportunities for Micrel and accelerates our new product momentum in the communications marketplace," said Ray Zinn, President and Chief Executive Officer of Micrel. "The integrated PHY, MAC and switch products in production and under development at Kendin Communications are a perfect complement to Micrel’s existing product offerings, especially with regard to our high-speed logic products for use in Ethernet and Gigabit Ethernet applications. The design and engineering team at Kendin is top-notch, and we believe that the cultures of the two companies are closely aligned with regard to design innovation and operational efficiency."
"We are very excited to join forces with Micrel," said Dr. Tian Liou, founder and Chief Executive Officer of Kendin. "Not only is Micrel a very high caliber company, but our two organizations also share a common vision and commitment to delivering high-performance analog and mixed-signal communications solutions that provide true value to our customers. This synergistic combination of our two Silicon Valley-based companies creates exciting opportunities for our engineers to create high performance ICs and leverage the Micrel sales and operations organizations to further penetrate our markets. This is a highly strategic step for both of our companies."
Kendin, founded in 1995, is based in Sunnyvale, California. The company has 72 employees, including approximately 40 engineers. Kendin generated revenues of $24 million in 2000 and approximately $10 million in the first quarter of 2001.
About Micrel, Incorporated
Micrel is a leading manufacturer of advanced high-performance analog, mixed-signal and digital ICs. These products include low drop-out and switching voltage regulators, PCMCIA and USB power controllers, high speed communications interfaces, operational amplifiers, comparators, voltage references, power drivers, RF devices, high speed logic and clock management ICs. Applications for these products include palm, notebook and desktop computers, computer peripherals, cellular phones, high speed communications systems, fiber optic communications modules, automatic test equipment, consumer electronics, industrial and process control products and avionics systems.
Forward-Looking Statements are omitted