HAUPPAUGE, NEW YORK - April 29, 2002 -- Standard Microsystems Corporation (Nasdaq: SMSC), a leading provider of Real World Connectivity solutions for a broad range of high-speed communication and computing applications, announced today that it has signed a definitive agreement to acquire Gain Technology Corporation (Gain).
Based in Tucson, Arizona, Gain is a privately held designer, developer and supplier of high-performance analog and mixed-signal integrated circuits (IC's) and proprietary intellectual property cores to semiconductor and systems companies worldwide. It has a highly experienced and prolific team of 35 analog engineers and designers, with an average of more than ten years experience, that has developed nearly 300 IC products in the past seven years.
"The acquisition of Gain, with its expertise in high-speed serial communications design, will further enhance our ability to generate advanced SoC solutions," said Steven J. Bilodeau, Chairman, President and Chief Executive Officer of SMSC. "In addition, Gain provides an important expansion of SMSC's existing USB 2.0 product offerings and will greatly enhance our participation in the expected explosive growth of the USB 2.0 market. As a result of this acquisition, we will offer our customers a more powerful suite of technologies addressing next generation, high-speed Serial I/O interfaces."
"We believe that significant synergies exist between our respective companies," said Steven D. Millaway, President and Chief Executive Officer of Gain. "SMSC's rich history of digital design along with its global reach and strong market leadership, combined with our serial communication analog IC expertise, will enable us to capitalize more rapidly on the tremendous worldwide opportunity that exists for next generation connectivity solutions."
In February 2002, SMSC announced its first two Hi-Speed USB 2.0 products, the USB97C201 True Speed ATA/ATAPI/CF Bridge Controller for external disk drives and the USB97C210 Memory Card Controller for USB memory card readers. The Gain acquisition adds the GT3200, the first in a family of high-performance analog physical layer (PHY) and high-speed serial data communication IC's. The GT3200 is specifically designed to meet the new Hi-Speed USB 2.0 standard and provides the lowest-power solution available today, which is critical for bus-powered applications. All of these products are fully certified by the USB-IF consortium.
Other products under development at Gain include RF Wireless, and additional high-performance serial transceiver IC's, including transport speeds exceeding multi-gigabits per second. These products will target the needs of system manufacturers designing next generation desktop and mobile PCs, servers, storage and media intensive peripheral applications including printers, scanners and digital cameras.
Upon closing, SMSC's initial payment for the acquisition will be approximately $34 million, about half of which is to be in cash and the balance in shares of SMSC common stock. Additional payments of cash and SMSC common stock may be made to Gain stockholders in fiscal 2004 upon achievement of certain performance goals. The acquisition, which should close in early June, is expected to be accretive in the fourth quarter of ownership (first quarter of fiscal 2004) and is estimated to contribute more than $20 million of revenue to SMSC's fiscal year 2004, which begins March 1, 2003.
About SMSC
SMSC provides Real World Connectivity solutions for high-speed communication and computing applications. Leveraging a broad intellectual property portfolio and an extensive history in the design of the world's most preferred Advanced Input/Output products, SMSC delivers integrated hardware and software solutions to manage systems and connect peripherals in today's rapidly evolving computing architectures. SMSC works with industry leading OEMs to combine advanced digital, mixed-signal and analog functionality into Application Specific Standard Products.
The Company's Embedded Products connect people, machines and information. SMSC delivers integrated Ethernet and USB 2.0 solutions, along with a diverse range of other products, for network printers, set-top boxes, home gateway products, car navigation systems, cellular base stations, USB peripherals and more.
SMSC is based in Hauppauge, New York and maintains offices worldwide, including locations in North America, Asia, Europe and Japan. SMSC operates engineering design centers in San Jose, CA, Hauppauge, NY and Austin, TX. More information about the Company is available on the World Wide Web at http://www.smsc.com/.