CAMARILLO, CALIFORNIA, June 20, 2005 - SEMTECH CORPORATION (NASDAQ: SMTC), a leading producer of high performance analog and mixed-signal semiconductors, today announced plans to acquire XEMICS SA, a fabless developer of ultra-low power analog, radio frequency (RF) and digital integrated circuits (IC).
XEMICS is a research and development (R&D) intensive company with 77 employees, of which 56 are actively engaged in the area of R&D. The company is privately held and based in Switzerland. XEMICS applies its low-power, low-voltage design expertise across its core technologies -- sensor interfacing/data acquisition, 8-bit RISC microcontrollers, RF transceivers and audio Codecs. These capabilities are aimed at adding value in next generation, highly integrated battery powered wireless and sensing applications.
XEMICS was established in 1997 as a spin out of the Swiss Center for Electronics and Microtechnology (CSEM) CSEM, which is funded by both government and industry sources, carries out applied research and product development. XEMICS works closely with CSEM on commercializing new technologies and is expected to continue to do so after the acquisition.
In calendar year 2004, XEMICS generated net sales of about $23 million, mostly from custom and standard IC products for battery powered applications, remote metering, embedded systems and medical devices. Gross margin during this period was 48 percent.
The addition of XEMICS strategically enhances Semtech';s competitive edge in high performance analog. XEMICS offers proprietary technology, including patents and other exclusive IP; access to applied research and an existing business that is growing. Semtech has market presence and capital resources; relationships with industry leaders a roughly $225 million base of synergistic product sales and a worldwide infrastructure of sales, marketing and low cost manufacturing resources.
XEMICS will be acquired by Semtech International AG, Semtech';s wholly-owned Swiss subsidiary, and will be known as the Wireless and Sensing Products business unit.
Jason Carlson, Semtech';s President and Chief Executive Officer commented, "The addition of XEMICS represents an exciting convergence of technology between Semtech';s key analog disciplines of power management and over-voltage protection and XEMICS';s core capabilities in designing ultra low power building blocks. In today';s market, integration of functions is critical in winning new designs and XEMICS greatly broadens our capabilities."
Alain Dantec, Chief Executive Officer of XEMICS said of the acquisition, "Semtech';s size and infrastructure should accelerate the development of a broad portfolio of new proprietary products based on XEMICS'; unique technology."
Mr. Carlson added, "We have established several expectations to come out of the XEMICS acquisition. First, we expect to generate and promote 2 or 3 new product lines from their technology over the next three or so years. Second, these products should contribute nicely to top line sales and net income growth, with gross margin forecasted above 55 percent. Third, XEMICS is expected to give us immediate access to relatively new end-markets, such as automotive, home security, industrial and medical. Finally, we should be able to double the content Semtech offers to existing portable and communications customers."
Terms of theTransaction
Semtech International AG will pay $43 million in cash to the shareholders of XEMICS and has agreed to pay up to an additional $16 million if certain performance milestones are met within a twelve month period ending April 30, 2006. The transaction is expected to close within the next ten days. In the second quarter that ends July 31, 2005, Semtech expects to incur a one-time acquisition related charge to earnings of an estimated $4 million to $5 million for the write-off of in-process R&D. Consistent with purchase accounting treatment of the acquisition, other intangible items will be amortized over the current quarter and future periods. The amount of acquisition related charges are subject to the final valuation of XEMICS. Excluding these acquisition related items, Semtech expects the transaction to be neutral to its earnings initially and become accretive within two quarters.
Notice of Conference Call
The Company will hold a conference call on Wednesday, June 22, 2005 at 1:15 pm PDT to discuss the acquisition. Investors and other interested persons can participate by calling 719-457-2641 or by accessing a free webcast of the call via the investor relations section of Semtech';s website. Soon after the completion of the call, a replay will be available via the investor relations section of Semtech';s website for 30 days.
About Semtech
Semtech Corporation is a leading supplier of analog and mixed-signal semiconductors used in a wide range of computer, industrial and communication applications.