SANTA CLARA, CA, and BEVERLY, MA -- April 22, 2002 -- IXYS Corporation (NASDAQ:SYXI) and Clare, Inc. (NASDAQ: CPCL) today announced they have entered into a definitive merger agreement under which IXYS, a leader in the design, development and manufacture of power semiconductors for power conversion and motion control applications, has agreed to acquire Clare, a leading designer and manufacturer of high-voltage integrated circuits, solid state relays, mixed-signal ASICS and driver IC’s for OLED displays.The merger agreement, which was unanimously approved by each company’s board of directors, provides that stockholders of Clare would receive 0.49147 of a share of IXYS common stock in exchange for each share of Clare common stock that they hold.This exchange ratio implies a transaction value for Clare of approximately $55 million, which represented a 50% premium to the average closing price of a share of Clare common stock for the 30-day period ended April 19, 2002.
IXYS expects to issue approximately 4.87 million shares of common stock in exchange for the outstanding shares of Clare common stock.In addition, IXYS would assume options to acquire approximately 1.02 million shares of IXYS common stock. The transaction, which is subject to customary conditions to closing, including the receipt of regulatory approvals and the approval of the stockholders of both IXYS and Clare, is expected to close by late in the second calendar quarter or early in the third calendar quarter of this year.
The parties believe that the addition of Clare’s products to IXYS’ existing product lines would create the industry’s premier line of discrete components and integrated circuits and position the combined company to meet a broader range of customer needs in a variety of vertical markets worldwide. The parties expect that the transaction will yield significant operational synergies and cost savings upon completion of the integration of the two companies.If the merger closes in the anticipated timeframe, the companies anticipate that the combined company would have a closing date balance sheet with approximately $40 million in cash and no significant long-term debt other than equipment leases, creating a strong platform from which the combined company could embark upon further strategic initiatives in current and future markets.
"The agreement with Clare is an exciting strategic move for IXYS that we believe will clearly benefit the stockholders of both companies by increasing the opportunities available to the larger, combined company to meet customer needs with industry-leading product offerings and services. We also believe that our complementary product lines will provide the opportunity for the combined company to reach customers in new markets worldwide,” said Dr. Nathan Zommer, founder and CEO of IXYS.“We expect that Clare’s outstanding products, talented employees, strong reputation and market presence will contribute to a strong combined company that will serve as a vehicle for innovation in the semiconductor marketplace.In addition, the anticipated operational synergies resulting from the combination of our two companies are expected to significantly improve the financial performance of the operations contributed by Clare to the combined company."
Larry Mihalchik, President and CEO of Clare, who is expected to join the IXYS Board of Directors at the closing of the merger, said, "There is a strong fit between the two companies.While we share many common business attributes, we expect that the synergies created by the combination of our diverse technologies, product lines and customer bases will be a source of strength for the combined company and represents one of the principal opportunities presented by this merger. We anticipate that our stockholders, customers and employees will benefit greatly from the strengths of the combined company. We are pleased to have a partner that we believe will accelerate the opportunities within our company and capitalize on our talent, technologies and capabilities."
About IXYS Corporation
IXYS Corporation offers a broad line of power semiconductors, including power MOSFETs, IGBTs, ultra-fast reverse recovery diodes, thyristors and rectifiers, multi-chip modules, DCB ceramic substrates and power interface integrated circuits. Directed Energy, Inc., an IXYS subsidiary in Colorado, offers a line of RF power MOSFETs, laser diode drivers and high power pulse generators. Westcode Semiconductors, Limited, an IXYS subsidiary in the UK, offers a broad range of very high-power thyristors, diodes IGBTs and subsystems.Additional information about IXYS can be found at http://www.ixys.com/.
About Clare,Inc.
Clare is a leader in the design and manufacture of high-voltage analog circuits. The Company's products enable communications by providing the critical interface between high-voltage electrical signals and the low-voltage electronics that process those signals. Leading manufacturers of data communications, telecommunications, and industrial equipment around the world rely on Clare for semiconductors and specialized electronic components. Additional information about Clare can be found at http://www.clare.com/.