Semtech completes acquisition of Gennum

CAMARILLO, USA & BURLINGTON, CANADA: Semtech Corp., a leading supplier of analog and mixed-signal semiconductors and Gennum Corp., a leading supplier of high speed analog and mixed-signal semiconductors for the optical communications and video broadcast markets, jointly announced 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 CEO of Semtech.

“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 acquired 100 percent of the outstanding shares of Gennum 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 percent.

Jefferies & Co. 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 Corp. 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.