BROOMFIELD, Colo.—February 6, 2006 — Sirenza Microdevices, Inc. (NASDAQ:SMDI) today announced a definitive agreement to acquire Premier Devices, Inc. (PDI) for a combination of common stock, cash and debt valued at approximately $72.1 million. PDI designs, manufactures and markets complementary RF components featuring technologies common to existing and planned Sirenza products. With this acquisition, Sirenza, a leader in the design and manufacture of RF component solutions for global, diversified end markets, will expand both the depth and breadth of its products, extend its design and manufacturing capabilities into Asia and Europe and continue its strategic mission to diversify and expand its end markets and applications.
The transaction has been approved by each company’s board of directors and the shareholders of PDI and is expected to close early in the second quarter of 2006, subject to customary closing conditions. For the combined company, Sirenza currently expects to report full year net revenues of approximately $120-$125 million not including any PDI revenue recognized prior to the anticipated closing of the transaction early in the second quarter.
For the fiscal year ended December 31, 2005, PDI’s unaudited financial results included net revenue of approximately $45 million and net income of approximately $4.8 million. Sirenza expects the acquisition to be accretive to its second quarter and fiscal year 2006 earnings on a pro forma(1) basis. Sirenza also expects the combined company’s net cash flow from operations to be positive for fiscal year 2006.
“We believe this business combination will provide significant benefits to the customers and shareholders of both companies by leveraging our respective technologies, RF design expertise, products and international manufacturing capabilities into a forceful presence in our diversified, global end markets,” said Robert Van Buskirk, president and chief executive officer of Sirenza. “PDI’s strong position in the broadband CATV infrastructure amplifier market and its broad portfolio of passive and active RF components will complement Sirenza’s product offerings and enhance our ability to provide high-performance, price competitive RF solutions to our customers. In addition, there are potential compelling synergies between our sales channels and global end-customer bases. We look forward to completing the acquisition and integrating PDI’s capabilities with our own to enhance Sirenza’s competitive strength and to build a larger, profitable company.”
“We are very excited about the proposed business combination with Sirenza and for the growth potential a stronger Sirenza represents for our customers and employees,” said Phillip Liao, founder and president of Premier Devices. “I am personally very enthused about leading PDI as a Sirenza company in 2006 and beyond and about joining the Sirenza Board of Directors when the acquisition is completed.”
Agreement Terms
Under the terms of the agreement, the shareholders of PDI will receive 7,000,000 shares of Sirenza common stock, $14 million in cash and a $6 million note maturing in 12 months. Based on the closing price of Sirenza’s stock on February 3, 2006, the aggregate value of this consideration as of the signing of the definitive agreement was approximately $72.1 million. Following the transaction, Sirenza expects to have approximately 45.7 million diluted shares outstanding with current Sirenza shareholders owning approximately 85% and former PDI sole shareholders, Phillip and Yeechin Liao, owning approximately 15% of the combined company’s shares. Upon the closing of this transaction, Mr. Phillip Liao will become president of Premier Devices, a Sirenza Company, and join the Sirenza Board of Directors. Banc of America Securities served as the exclusive financial advisor to Sirenza for the acquisition.
The definitive agreement with PDI follows Sirenza’s cash acquisition of ISG Broadband—a privately held, fabless developer of CATV RF amplifier modules, satellite radio antennas and ICs and digital TV RF components—in December 2004.
Premier Devices, Inc.
Headquartered in San Jose, CA, PDI designs, manufactures and markets a broad range of products including a family of amplifiers for CATV infrastructure applications and a broad range of RF components for wireless and other communication network applications. PDI also provides custom manufacturing and testing services through its microwave technical solutions business line. PDI has approximately 500 employees in design and manufacturing centers in San Jose, CA, Shanghai, China and Nuremberg, Germany, serving a diverse customer base of many of the world’s leading technology companies including Alcatel, C-Cor, Huawei, Motorola, RFS, Scientific Atlanta and ZTE.
Sirenza Microdevices, Inc.
Sirenza Microdevices is a supplier of radio frequency (RF) components. Headquartered in Broomfield, Colorado, with design centers throughout the U.S., Sirenza Microdevices designs and develops RF components for commercial communications, consumer, and aerospace and defense (A&D) equipment markets. Sirenza's integrated circuit (IC) and multi-chip module (MCM) product lines include amplifiers, power amplifiers, transceivers, tuners, discrete devices, RF signal processing components, signal source components, government and military specified components, and antennae and receivers for satellite radio. Certifications include ISO 9001:2000 Quality Management System and ISO 14001:2004 Environmental Management System (registered by QMI). Detailed product information may be found on Sirenza's website at www.sirenza.com.