INSIDE Contactless completes purchase of Atmel’s secure MCU solutions business

AIX-EN-PROVENCE, FRANCE: INSIDE Contactless, a leading provider of contactless secure transaction chip technologies, has completed the acquisition of Atmel Corporation's (Nasdaq: ATML) Secure Microcontroller Solutions (SMS) business.

Pursuant to the agreement, INSIDE paid approximately $32 million in cash after an adjustment based on the working capital of the transferred business at the closing on September 30, 2010, subject to an additional cash consideration of up to $21 million if certain earn-out targets are met in 2010 and 2011.

"The products, markets, technologies, expertise and experience we are gaining from Atmel's Secure Microcontroller Solutions business are 100 percent complementary to INSIDE's current business in all aspects, and therefore we see lots of positive synergies going forward," said Remy de Tonnac, CEO for INSIDE Contactless.

"As important, this acquisition provides us with greater critical mass in terms of company size, as well as the diversification of revenue, to ensure our global positioning, future growth and success."

The agreement also provides INSIDE a royalty-based, intellectual property license agreement to support current and future SMS products. In addition, INSIDE entered into a multi-year supply agreement to continue sourcing wafers from the fabrication facility in Rousset, France that Atmel recently sold to LFoundry GmbH.

With operations in Rousset, France and East Kilbride, UK, Atmel's Secure Microcontroller Solutions business has a broad portfolio of contact and contactless integrated circuits for smart cards and security applications, including secure microcontrollers, embedded security chips and smart card reader ICs.

SMS products have many of the highest security certifications in the industry, including Common Criteria EAL4+/EAL5+, FIPS 140-2, ZKA and EMVCo. Approximately 160 employees were transferred to INSIDE as part of the assets and shares purchase transaction.

In order to finance the acquisition and the future development of the newly formed group, INSIDE also announced today that it has successfully closed a 50 million euro (approximately $65 million) round of funding (Series D Preferred shares) led by current shareholders Gimv N.V. and Sofinnova Partners.

Other participants in the round included existing investors Vertex Israel, Euro US Ventures, GGV Capital, Qualcomm Inc., Nokia Growth Partners, Samsung Ventures and Visa International and new investors Fonds Strategique d'Investissement (FSI), the French sovereign wealth fund, for 7.5 million euros and Atmel for 3 million euros.

"We are very grateful for the ongoing support of our financial and corporate investors, led by Gimv and Sofinnova Partners, which was key to successfully closing this competitive transaction," said Richard Vacher Detourniere, GM and CFO for INSIDE. "We are also very happy to welcome FSI and Atmel as new investors who will further strengthen our already strong shareholder base and international network."