MACOM Announces Definitive Agreement to Acquire FiBest

Extends Leadership Position in 100G Optical Networking Market

LOWELL, Mass. — (BUSINESS WIRE) — November 17, 2015 — M/A-COM Technology Solutions Holdings, Inc. (NASDAQ: MTSI) (MACOM), a leading supplier of high-performance analog RF, microwave, millimeterwave and photonic semiconductor products, today announced it has entered into a definitive agreement to acquire FiBest Limited (FiBest), a Japan-based merchant market component supplier of optical sub assemblies, in an all-cash transaction valued at approximately $60 million, or 2.4 times trailing twelve months revenue.

Anticipated benefits of the transaction include:

  • Extends MACOM’s leadership position in 100G, 200G and 400G optical networking;
  • Significantly expands Serviceable Addressable Market (SAM) in data centers;
  • Provides localized leadership and robust sales channel into Japanese market; and
  • Expected to be accretive to MACOM’s adjusted earnings per share.

Commenting on the transaction, John Croteau, President and Chief Executive Officer of MACOM, stated, “The FiBest acquisition augments MACOM’s preeminent position in optical networking components, adding high-performance packaging capability. This will enable us to deliver more refined and validated component solutions to our transceiver customers.”

“The quality of the optical sub assembly is a major factor in achieving the performance, power efficiency and cost targets necessary for 100G in data centers – and becomes mission critical at 200G and 400G data rates. Adding FiBest will significantly expand MACOM’s addressable market with high growth potential for 100G in data centers, as we anticipate an inflection point in demand in 2017.”

MACOM expects to fund the purchase price of the acquisition with available cash. Closing is subject to customary closing conditions and is expected to occur during the company's fiscal first quarter of 2016.

Evercore acted as exclusive financial advisor and Ropes & Gray LLP acted as legal counsel to MACOM.

A presentation with further information on the transaction is available on MACOM’s investor relations website at:  http://ir.macom.com/

About MACOM:
M/A-COM Technology Solutions Holdings, Inc. ( www.macom.com) is a leading supplier of high-performance analog RF, microwave and millimeterwave and semiconductor photonic products that enable next-generation Internet and modern battlefield applications. Recognized for its broad catalog portfolio of technologies and products, MACOM serves diverse markets, including high speed optical, satellite, radar, wired and wireless networks, automotive, industrial, medical and mobile devices. A pillar of the semiconductor industry, we thrive on more than 60 years of solving our customers' most complex problems, serving as a true partner for applications ranging from RF to Light.

Headquartered in Lowell, Massachusetts, MACOM is certified to the ISO9001 international quality standard and ISO14001 environmental management standard. MACOM has design centers and sales offices throughout North America, Europe, Asia and Australia.

MACOM, M/A-COM, M/A-COM Technology Solutions, M/A-COM Tech, Partners in RF & Microwave, Partners from RF to Light, The First Name in Microwave and related logos are trademarks of MACOM. All other trademarks are the property of their respective owners.

Special Note Regarding Forward-Looking Statements:
This press release contains forward-looking statements based on MACOM management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, statements concerning the FiBest transaction, including those regarding any potential benefits and synergies, perceived customer feedback, strategic plans, expansion of SAM in Japan or elsewhere, accretion and financial and business expectations associated with the acquisition, as well as any other statements regarding MACOM’s plans, beliefs or expectations regarding the transaction or its future business or financial results. Forward-looking statements include all statements that are not historical facts and generally may be identified by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "seeks," "should," "will," "would" or similar expressions and the negatives of those terms.

Forward-looking statements contained in this press release reflect MACOM's current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause those events or our actual activities or results to differ materially from those expressed in any forward-looking statement. Although MACOM believes that the expectations reflected in the forward-looking statements are reasonable, it cannot and does not guarantee future events, results, actions, levels of activity, performance or achievements, including the successful integration of the FiBest business or realization of any of the projected benefits of the transaction. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, among others, costs associated with the acquisition, failure to close the acquisition or achieve expected synergies, accretion and other anticipated benefits of the transaction or to successfully integrate the FiBest business, adverse reactions to the acquisition by employees, customers, suppliers or competitors of either MACOM or FiBest, greater than expected dilutive effect on earnings from the transaction or failure to comply with applicable covenants related to MACOM’s outstanding indebtedness, lower than expected demand in any or all of our primary end markets or from any of our large OEM customers based on the acquisition, macro-economic weakness or otherwise, failures or delays by any customer in winning business or to make purchases from us in support of such business, lack of adoption or delayed adoption by customers and industries we serve of GaN, Indium Phosphide lasers, or other solutions offered by us, failures or delays in porting and qualifying GaN or Indium Phosphide laser process technology to our Lowell, MA fabrication facility or third party facilities, lower than expected utilization and absorption in our manufacturing facilities, lack of success or slower than expected success in our new product development efforts, loss of business due to competitive factors, product or technology obsolescence, customer program shifts or otherwise, lower than anticipated or slower than expected customer acceptance of our new product introductions, the potential for increased pricing pressure based on competitive factors, technology shifts or otherwise, the impact of any executed or abandoned acquisition, divestiture or restructuring activity, the impact of supply shortages or other disruptions in our internal or outsourced supply chain, the relative success of our cost-savings initiatives, the potential for inventory obsolescence and related write-offs, the expense, business disruption or other impact of any current or future investigations, administrative actions, litigation or enforcement proceedings we may be involved in, and the impact of any claims of intellectual property infringement or misappropriation, which could require us to pay substantial damages for infringement, expend significant resources in prosecuting or defending such matters or developing non-infringing technology, incur material liability for royalty or license payments or prevent us from selling certain of our products, as well as those factors described in "Risk Factors" in MACOM's filings with the Securities and Exchange Commission (SEC), including its Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2015 as filed with the SEC on August 12, 2015. MACOM undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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