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Semtech Completes Acquisition of Gennum Corporation
CAMARILLO, Calif. & BURLINGTON, Ontario --(Business Wire)--
Semtech Corporation (Nasdaq:SMTC), a leading supplier of analog and
mixed-signal semiconductors and Gennum Corporation (TSX:GND), a leading
supplier of high speed analog and mixed-signal semiconductors for the
optical communications and video broadcast markets, jointly announced
today the successful completion of Semtech's acquisition of Gennum
Corporation. Semtech's agreement to acquire Gennum was announced
previously on January 23, 2012.
Gennum's data communications and video platforms broaden Semtech's
existing portfolio of high-speed communications platforms. "Combining
Gennum's 1 Gbps to 25 Gbps signal integrity solutions with Semtech's 40
Gbps to 100 Gbps SerDes solutions creates one of the industry's most
complete and robust analog and mixed signal portfolios targeted at the
communications and enterprise computing segments," said Mohan
Maheswaran, President and Chief Executive Officer of Semtech
Corporation. "This will enable us to help customers reduce bottlenecks
in the access, metro and core networks, as demand for bandwidth
continues to escalate. Moreover, Gennum's strong position in video
broadcast and the emerging HD video surveillance market further
diversifies Semtech's portfolio of high-performance analog
semiconductors."
Through its indirect wholly-owned subsidiary Semtech Canada Inc.,
Semtech Corporation acquired 100% of the outstanding shares of Gennum
Corporation for CDN$13.55 per share for a total purchase price of
approximately CDN$500 million. The acquisition was completed by way of a
plan of arrangement under the Business Corporations Act (Ontario)
and was financed with a combination of cash from Semtech's international
cash reserves and $350 million of five-year secured term loans with a
combined floating interest rate of approximately 4%. Jefferies &
Company, Inc. acted as exclusive financial advisor to Semtech on the
acquisition of Gennum and as sole arranger of the term loans. Canaccord
Genuity Corp. acted as exclusive financial advisor to Gennum.
Semtech estimates that the acquisition will result in at least $15
million in annual cost synergies, which will be achieved in full in
Semtech's fiscal year 2014. Semtech's management expects that the
acquisition will be accretive to non-GAAP earnings per share by more
than 20 cents in fiscal year 2013 and more than 40 cents in fiscal year
2014. As a result of the acquisition, Semtech's results for its first
quarter of fiscal year 2013, which will end on April 29, 2012, will
include approximately six weeks of Gennum activity. Semtech management
will provide more detailed information about the combined company's
results during its next regularly scheduled earnings announcement.
Following the completion of the acquisition, Gennum Corporation has
become Semtech Canada Inc. The shares of Gennum are expected to be
delisted from the Toronto Stock Exchange by March 26, 2012, and Gennum
will cease to be a reporting issuer under applicable Canadian securities
laws as soon as practicable. To receive the cash consideration for
shares of Gennum, registered shareholders must follow the instructions
detailed in Gennum's information circular dated February 13, 2012.
Semtech Canada Inc. is an indirect wholly-owned subsidiary of Semtech
Corporation. Its registered office is 200 Bay Street, Suite 3800,
Toronto, Ontario, M5J 2Z4. To obtain a copy of the report filed with the
Canadian securities regulatory authorities relating to the acquisition
of the shares of Gennum, please contact Linda Brewton at (805) 480-2004.
Non-GAAP Financial Measures
This release includes non-GAAP presentations of projected earnings per
share for fiscal years 2013 and 2014. These non-GAAP measures are
provided to enhance the user's overall understanding of the potential
impact that acquiring Gennum ay have on Semtech's performance.
As used in this press release, Semtech defines non-GAAP earnings per
share as earnings per share exclusive of acquisition-related expenses,
restructuring charges and amortization of intangibles incurred in
connection with the transaction and following the closing of the
transaction and stock based compensation expense. Semtech's definition
of non-GAAP earnings per share is not necessarily comparable to
similarly titled measures of other companies.
Non-GAAP earnings measures are commonly used by financial analysts and
management in evaluating acquisitions because certain variables used in
calculating GAAP earnings per share cannot be accurately estimated on a
forward-looking basis. These variables include amortization of
intangibles incurred in connection with the transaction and following
the closing of the transaction. Because these items will not be known to
Semtech until after the closing of the transaction, Semtech is unable to
provide information about the most directly comparable GAAP financial
measure. The impact of these excluded items will cause the non-GAAP
financial measure to differ materially from the comparable GAAP
financial measure.
While Semtech uses non-GAAP earnings per share in assessing acquisitions
and believes that these measures are useful to management and investors
for the reasons described above, these non-GAAP financial measures have
certain shortcomings, including but not limited to the risk and
uncertainties outlined in the Forward Looking and Cautionary Statements
section of this press release.
Forward-Looking and Cautionary Statements
This press release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of
1934, as amended, and under Canadian securities laws. Forward-looking
statements are statements other than historical information or
statements of current condition and relate to matters such as future
financial performance, future operational performance, the anticipated
impact of specific items on future earnings, and our plans, objectives
and expectations. These forward-looking statements are identified by the
use of such terms and phrases as "intends," "goal," "estimate, "expect,"
"project," "plans," "anticipates," "should," "will," "designed to,"
"believe," and other similar expressions which generally identify
forward-looking statements. Forward-looking statements involve known and
unknown risks and uncertainties that could cause actual results and
events to differ materially from those projected. Important factors that
could cause actual results to differ materially include, but are not
limited to: the success of near and longer term integration efforts
between the combined companies; unexpected acquisition-related costs and
expenses; competitive changes in the market place applicable to the
products of Gennum, including, but not limited to the pace of growth or
adoption rates of applicable products or technologies; shifts in focus
among target customers, and other comparable changes in projected or
anticipated markets; the continuation and/or pace of key trends
considered to be main contributors to Semtech's growth, most importantly
demand for increased network bandwidth; shifts in demand among target
customers, and other comparable changes in projected or anticipated
markets; Semtech's ability to forecast and achieve anticipated revenues
and earnings estimates in light of periodic economic uncertainty,
including impacts arising from European and global economic dynamics;
Semtech's ability to manage expenses to achieve anticipated amounts of
annual cost synergies; Semtech's ability to generate sufficient cash
flow to service the debt obligations incurred in connection with this
transaction; and Semtech's ability to operate and manage its business in
light of restrictive covenants or other conditions or limitations placed
on Company actions under the applicable lending and debt instruments
entered into in connection with this transaction. Additionally,
forward-looking statements should be considered in conjunction with the
cautionary statements contained in the "Risk Factors" section and
elsewhere in Semtech's Annual Report on Form 10-K for the fiscal year
ended January 30, 2011, in Semtech's other filings with the SEC (News - Alert), and in
material incorporated therein by reference. In light of the significant
uncertainties inherent in the forward-looking information included
herein, any such forward-looking information should not be regarded as
representations by Semtech that its objectives or plans will be achieved
or that any of its operating expectations or financial forecasts will be
realized, including estimates applicable to Gennum, as well as estimates
resulting from the integration of Gennum's financial performance and
results into Semtech's full financial results. Investors are cautioned
not to place undue reliance on any forward-looking information contained
herein. Forward-looking statements are provided for the purpose of
providing information about management's current expectations and plans
relating to the future. Readers are cautioned that such information may
not be appropriate for other purposes. In addition, these
forward-looking statements relate to the date on which they are made.
Semtech and Gennum each disclaim any intention or obligation to update
or revise any forward-looking statements or the foregoing list of
factors, whether as a result of new information, future events or
otherwise, except to the extent required by law.
About Gennum
Gennum Corporation designs innovative semiconductor solutions and
intellectual property (IP) cores designed to be the world's most
advanced consumer connectivity, enterprise, video broadcast and data
communications products. Leveraging Gennum's proven optical, analog and
mixed-signal products and IP, Gennum enables multimedia and data
communications products to send and receive information without
compromising the signal integrity. Recognized as an award winner for
advances in high definition (HD) broadcasting, Gennum is headquartered
in Burlington, Canada, and has global design, research and development
and sales offices in Canada, Mexico, Japan, Germany, United States,
Taiwan, India and the United Kingdom. For more information, visit http://www.gennum.com.
About Semtech
Semtech Corporation is a leading supplier of analog and mixed-signal
semiconductors for high-end consumer, computing, communications and
industrial equipment. Products are designed to benefit the engineering
community as well as the global community. The company is dedicated to
reducing the impact it, and its products, have on the environment.
Internal green programs seek to reduce waste through material and
manufacturing control, use of green technology and designing for
resource reduction. Publicly traded since 1967, Semtech is listed on the
NASDAQ Global Select Market under the symbol SMTC. For more information,
visit http://www.semtech.com.
Semtech, the Semtech logo, and Gennum are marks of Semtech Corporation.

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