Press release from Business Wire India
Source: Microsemi Corporation
Tuesday, November 23, 2010 06:15 PM IST (12:45 PM GMT)
Editors: General: Consumer interest, Economy; Business: Accounting & management consultancy services, Banking & financial services, Financial Analyst, Information technology, Stock exchanges, Telecommunications; Technology
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Microsemi Corporation to Acquire Actel Corporation and Unveils 65-NM Embedded Flash Platform
Hyderabad, Andhra Pradesh, India, Tuesday, November 23, 2010 -- (Business Wire India) -- -- Strengthens Mixed-Signal Product Offering Across All Microsemi End Markets
-- Extends Microsemi's System Level Solutions and Programmable SoC Capabilities
-- Expands High Barrier to Entry Aerospace, Defense, and Industrial Product Portfolio
-- Delivers Immediate EPS Accretion and Synergies
-- All Devices to Converge on Jointly Developed UMC 65-nm eFlash Technology
-- New IP Friendly Architecture Offers More Functionality, Lower Power Consumption
-- Company Offers Sneak Peek at Next-Generation FPGAs for Space
Microsemi Corporation (Nasdaq: MSCC), a leading manufacturer of high performance. analog mixed-signal integrated circuits, high reliability semiconductors and RF subsystems, announced that it has entered into a definitive agreement to acquire Actel Corporation (Nasdaq: ACTL) for $20.88 per share through a cash tender offer. The total transaction value is approximately $430 million, net of Actel's projected cash balance at closing. Microsemi Corporation also announced that its SOC Products Division, formerly known as Actel Corporation, today unveiled its new 65nm embedded flash platform, on which the company's next generation flash-based customizable SOCs (system-on-chips) will be built. Featuring a new, expandable 4-input LUT architecture, the company's low power, intelligent mixed signal and system critical series of SOCs will converge on state-of-the-art 65nm embedded flash process. Densities will increase an order of magnitude, offering twice the performance when compared to the previous generation. The new platform will maintain the company's low power leadership, providing 65 percent lower dynamic power while enhancing the Flash*Freeze feature to provide lower static current. Future devices will include industry-standard bus interfaces and also allow integration of hardened intellectual property such as embedded microprocessor cores, DSP blocks, high speed transceivers, memory interfaces, nonvolatile flash memory and programmable analog.
Headquartered in Mountain View, California, Actel is a leading supplier of low-power, mixed- signal, and radiation-tolerant field programmable gate arrays ("FPGAs") serving the Mil/Aero, Industrial, Communication, and Consumer markets. The company is the leader in the Satellite and Space markets as a result of its deep knowledge of radiation tolerance, space-level qualifications, and its long history of service excellence.
"We believe the addition of Actel will deliver compelling synergies to Microsemi, " stated James J. Peterson, Microsemi President and Chief Executive Officer. " Actel will bring the most widely-used mixed-signal, radiation tolerant FPGA products in the Aerospace & Defense markets today, and the company's products will allow Microsemi to extend its growing system-level capabilities. As Microsemi continues to move up the value chain in offering its customers system solutions that are better, faster, and more-cost effective than they can build themselves, Actel's highly- integrated solutions will be an integral component in enabling this growth."
"The proposed acquisition of Actel by Microsemi will create a powerful combination," said John C. East, Actel President and Chief Executive Officer. "I can think of no company more complementary and better equipped to take Actel's solutions to new heights."
Microsemi expects significant synergies from this immediately accretive transaction. Based on current assumptions, Microsemi expects the acquisition to be $0.22 to $0.28 accretive in its first full calendar year ending December 2011.
"More and more, the demand for low power, firm error immunity, security and integration are non-negotiable in today's designs," said Esam Elashmawi, vice president of product development at Microsemi's SoC Products Division. "With the move to 65nm, the increase in density and improvements in power and performance allow us to target a much larger portion of the industrial, medical, mil/aero, avionics, communications and consumer markets."
Microsemi and UMC are first to market with the 65-nm embedded flash process. First commercial silicon is already in house. Microsemi's SOC Products Division is concurrently launching its customer lead program for early adopters in the commercial and industrial markets who want early access to emerging technology for their next generation designs.
For the September quarter, net sales for Microsemi are expected to range from $146 to $150 million. As of this date, Microsemi remains comfortable with its previously announced non-GAAP diluted earnings per share guidance for its fourth Fiscal quarter 2010 of $0.33 to $0.35.
Flash in Space
With over 20 years of commitment and innovation in the space and avionics industry, Microsemi's SOC Products Division, formerly known as Actel, fortifies its stronghold in the control systems of satellites. "We intend to extend our leadership in the market, targeting payload applications where performance, density and signal processing capabilities are key requirements," continued Mr. Elashmawi. "The reprogrammability and unparalleled reliability of our nonvolatile, flash technology is a very compelling solution."
Microsemi also offered a sneak peek at the next generation radiation tolerant (RT) flash-based SOCs. The 4th generation RT FPGAs will feature up to 20 million gates, offering a larger array of flip-flops, memory and hardened embedded IP cores. The devices will include digital signal processing (DSP) blocks, PLLs and high speed interfaces (such as SpaceWire, DDR2/3, PCI Express) to get data on and off chip quickly and efficiently. The new flash-based FPGA architecture provides mitigation to total dose radiation and single event effects (SEE). When compared to SRAM FPGAs, Microsemi's radiation-tolerant flash-based FPGAs have intrinsic configuration immunity to single event upsets (SEU), removing the need for board level mitigation schemes.
Due to the normally long design cycles in the space industry, the company has been engaging with customers for over a year now regarding the next generation space-flight FPGAs. The 5th Worldwide Actel Space Forum Series will kick off on December 2, 2010 in Los Angeles.
Tender Offer and Closing
Under the terms of the definitive acquisition agreement, Microsemi will commence a cash tender offer to acquire Actel's outstanding shares of common stock at $20.88 per share, net to each holder in cash. Upon satisfaction of the conditions to the tender offer and after such time as all shares tendered in the tender offer are accepted for payment, the agreement provides for the parties to effect, subject to customary closing conditions, a merger to be completed following completion of the tender offer which would result in all shares not tendered in the tender offer being converted into the right to receive $20.88 per share in cash. The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of Actel's common stock and regulatory approvals, and is expected to close in Microsemi's fiscal first quarter, ending January 2, 2011. No approval of the shareholders of Microsemi is required in connection with the proposed transaction. Terms of the agreement were unanimously approved by the boards of directors of both Microsemi and Actel.
The transaction is not subject to a financing condition as Microsemi has received a financing commitment from Morgan Stanley Senior Funding, Inc. in connection with the acquisition. The financing commitment includes a $375 million seven year senior term loan facility as well as a $50 million revolving credit facility to replace the Company's existing revolver. Stifel Nicolaus Weisel is acting as financial advisor to Microsemi in the acquisition and its legal advisor is O'Melveny & Myers LLP. Goldman, Sachs & Co. is acting as financial advisor to Actel and its legal advisor is Wilson Sonsini Goodrich & Rosati, PC. Additional financial advisory services were provided to Microsemi by Oppenheimer & Co. Inc.
About Microsemi Corporation
Microsemi Corporation (Nasdaq:MSCC), with corporate headquarters in Irvine, California, is a leading designer, manufacturer and marketer of high performance analog and mixed-signal integrated circuits, high reliability semiconductors and RF subsystems. The company's semiconductors manage and control or regulate power, protect against transient voltage spikes and transmit, receive and amplify signals.
Microsemi's products include individual components as well as integrated circuit solutions that enhance customer designs by improving performance and reliability, battery optimization, reducing size or protecting circuits. The principal markets the company serves include implanted medical, defense/aerospace and satellite, notebook computers, monitors and LCD TVs, automotive and mobile connectivity applications. More information may be obtained by contacting the company directly or by visiting its website at http://www.microsemi.com.
About Actel
Actel is the leader in low power, mixed signal and system critical FPGAs, offering the most comprehensive portfolio of system and power management solutions. Power Matters. Learn more at www.actel.com.
To view the picture, please click on the url mentioned below:
L-R: Esam Elashmawi, Vice President Product Development of SoC Products Group, Microsemi ; Mahindra Jain, Country Manager
For picture(s)/data to illustrate this release click below:
http://www.BusinessWireIndia.com/attachments/1(16).jpg
L-R: Esam Elashmawi, Vice President Product Development of SoC Products Group, Microsemi ; Mahindra Jain, Country Manager
CONTACT DETAILS
Anna del Rosario, Microsemi Corporation, (650) 318-4500, Anna.delRosario@microsemi.com
Sarah Jacob Tharakan, 20:20 MEDIA, +91 9160101266, sarah.tharakan@2020india.com
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