Cdn$86 million transaction combines two leading, high tech Canadian companies increasing global market presence and scale to deliver more differentiated products
BURLINGTON and OTTAWA, ON, March 19 /PRNewswire-FirstCall/ - Gennum Corporation and Tundra Semiconductor Corporation (TSX: TUN) today announced they have entered into a definitive agreement providing for the acquisition by Gennum of all of the issued and outstanding shares of Tundra, a supplier of system interconnect products and intellectual property (IP) to the world's leading communications, computing and storage companies. The transaction, which is valued at approximately Cdn$86 million, adds new digital switch and bridge products and functionality to Gennum and builds on Gennum's growth strategy of extending its high-speed signal integrity expertise and solutions to a broader set of markets.
The transaction is expected to result in a number of benefits for the combined business, including the following: - Added scale and increased market presence in an expanded, US$1.9 billion total addressable market - A strongly positioned business in signal integrity, bridges and switches using RapidIO(R), VME, SDI and HDMI standards, as well as in PCI Express(R) (PCIe) - Increased global customer base and stronger existing customer penetration with broadened product portfolio - Expanded sales and distribution network in key growth regions such as Asia and China - Increased research and development capacity to develop more differentiated new products faster - Expected cash synergies of approximately US$10 million - Based on synergies, expected to be accretive this fiscal year, excluding one-time costs - Strong cash position on completion of the transaction
The purchase price payable by Gennum for each Tundra common share will be, at the election of the holder, Cdn$4.43 in cash or 1.1575 common shares of Gennum ("Gennum Shares") or a combination thereof, subject to pro ration as discussed below. Based on 19,326,053 Tundra current outstanding common shares, in aggregate, a total of $55 million cash and 8.0 million common shares of Gennum will be issued to holders of Tundra common shares. Based on Gennum's five day volume weighted average share price on the Toronto Stock Exchange ending on March 18, the total consideration values Tundra at Cdn$4.43 per share, a 48% premium to Tundra's volume weighted average share price on the Toronto Stock Exchange over the same period.
Expansion of Signal Integrity Capability to Accelerate Growth Strategy
Over the past 18 months, Gennum has focused on strengthening and broadening its high-speed signal integrity portfolio by adding higher levels of digital functionality and integrating features that allow more complex, high-speed signal transport capabilities. The strategy has been successfully pursued by Gennum in the video broadcast market, where the company's solutions have been positively received. Gennum believes that by combining the digital expertise, application knowledge and high-speed interconnect products of Tundra with its high-speed signal integrity portfolio and IP, Gennum will accelerate its ability to provide solutions with more integrated functionality to a broader set of markets such as telecommunications, computing and storage.
"Through the acquisition of Tundra, Gennum is positioned to achieve its strategic and financial objectives more quickly and accelerate the development of highly differentiated, high-speed interconnect and signal integrity products," said Dr. Franz Fink, President and Chief Executive Officer of Gennum. "We believe that Tundra's strong position with leading communications systems OEMs, particularly in the telecommunications market, as well as its global sales network and foundation of talented employees, will increase Gennum's ability to provide more, high value products to a broader set of markets and will result in increased opportunities for the combined company to grow its business."
Gennum anticipates that, when completed, the transaction will augment Gennum's global sales and channel network, and will enable Gennum to leverage Tundra's customer relationships in high-growth regions such as Asia and China. Gennum also expects that the acquisition of Tundra will strengthen and accelerate Gennum's technology and product development effort, by significantly expanding research and development resources and combining critical high-speed mixed signal and advanced digital design talent.
"We believe that the acquisition of Tundra will create a much stronger combined company, capable of expanding the served markets and applications for our products," said Daniel Hoste, President and Chief Executive Officer of Tundra. "By integrating our recognized expertise in high-speed digital products and technologies, talented employees, and extensive sales networks, with Gennum's organization we will increase shareholder value and create new opportunities for the long-term success. Combined, we believe we will create a formidable competitor that is well positioned in high-speed interconnect markets that require signal integrity."
Gennum expects that cash synergies of approximately US$10 million can be realized following the completion of the transaction beginning in the current fiscal year resulting from increased efficiencies in all areas of operations. The acquisition is anticipated by Gennum to be accretive to earnings this fiscal year, excluding one-time costs.
Stronger Product Portfolio Expected to Support Near-Term and Long-Term Growth
Gennum expects that the combined portfolio and capabilities of the Gennum and Tundra offerings will deliver highly differentiated high-speed mixed-signal and interconnect products that capture a greater portion of the silicon content in applications such as wireless, wireline infrastructure, industrial, medical, server and storage equipment. Furthermore, by leveraging Gennum's advanced high-speed interconnect IP, Gennum believes it can more quickly bring to market new products that support industry-pervasive protocols such as PCI Express, Serial ATA/SAS, USB, DisplayPort, HDMI, 10 Gigabit Ethernet, Fibre Channel, SONET and RapidIO. As data rates extend to 40 Gb/s and 100 Gb/s and beyond, Gennum believes that it is well positioned for the long term, giving customers a compelling roadmap of high-performance solutions with signal integrity, with increased functionality that reduces their overall system cost, improves performance and accelerates their time to market.
"We believe that this is a true win-win for both Tundra and Gennum customers," continued Dr. Fink. "The combined portfolio will enable us to offer a broader set of solutions today, and, we anticipate, to deliver more integrated signal integrity and interconnect products in the future. We believe the combination of Tundra and Gennum's technology expertise will allow customers to streamline their supply chain, reduce their time-to-market and cost, and successfully meet future performance demands, from 3 Gb/s SDI to 5 Gb/s USB and Rapid IO and PCIe to 16 Gb/s Fibre Channel to 100 Gb/s Ethernet and beyond."
About the Transaction
Pursuant to the terms of the transaction, which is to be completed as a plan of arrangement under the Canada Business Corporations Act, the purchase price payable by Gennum for each Tundra common share will be, at the election of the holder, Cdn$4.43 in cash or 1.1575 common shares of Gennum ("Gennum Shares") or a combination thereof, in each case subject to pro ration. In aggregate, a maximum total of Cdn$55 million in cash and 8.0 million common shares of Gennum will be payable to holders of Tundra common shares ("Tundra Shares") pursuant to the transaction. In the event that holders of Tundra Shares elect, in the aggregate, to receive more than 8.0 million Gennum Shares, the amount of Gennum Shares to be received by each holder of Tundra Shares who has elected to receive Gennum Shares will be reduced pro rata, with the balance of the purchase price for such Tundra Shares being paid in cash. In the event that holders of Tundra Shares elect, in the aggregate, to receive more than Cdn$55 million in cash, the amount of cash to be received by each holder of Tundra Shares who has elected to receive cash will be reduced pro rata, with the balance of the purchase price for such Tundra Shares being paid in Gennum Shares. Assuming full pro ration, the result would be a purchase price payable by Gennum of Cdn$2.85 in cash and 0.4139 Gennum Shares for each Tundra Share.
The transaction was unanimously approved by the Board of Directors of both companies (Mr. Shlapak, a member of both Boards, did not participate in the decision of either Board). Members of the Board of Directors and senior management of Tundra have entered into a voting support agreement pursuant to which they have agreed to support, and vote in favour of, the transaction. The Tundra Board of Directors, acting on the unanimous recommendation of the Special Committee of the Tundra Board of Directors (comprised of independent directors), has unanimously determined that the purchase price payable to Tundra shareholders is fair and that the transaction is in the best interests of Tundra, has approved the transaction and has recommended that Tundra shareholders vote in favour of the transaction. The transaction is subject to satisfaction of a number of closing conditions, including the receipt of required regulatory approvals (including of the Toronto Stock Exchange) and Court approvals and the approval of shareholders of Tundra holding at least two-thirds of the common shares of Tundra represented at a special meeting of shareholders of Tundra to be called to consider the transaction. The definitive agreement contains a termination fee in the amount of Cdn$2.6 million, which is payable by Tundra to Gennum in certain circumstances if the transaction is not completed. The definitive agreement provides that Tundra will call and hold a special meeting of the Tundra shareholders no later than May 8, 2009 for the purposes of considering the transaction. If all necessary approvals are obtained and the conditions contained in the definitive agreement are satisfied, Tundra and Gennum expect that the transaction will close on or about June 1, 2009.