Product category: Communications ICs (Wired)
News Release from: Intersil
Edited by the Electronicstalk Editorial Team on 14 March 2002
Intersil to make third acquisition
Intersil is to acquire Elantec Semiconductor.
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Intersil is to acquire Elantec Semiconductor. Under the terms of the agreement, Elantec shareholders will receive 1.24 shares of Intersil stock and $8.00 in cash for each Elantec share. Based on Intersil's closing price of $36.65 per share on 8th March 2002, the implied transaction exchange ratio is 1.458 shares of Intersil stock for each Elantec share.
This implies a transaction equity value of approximately $1.4 billion and a 15% premium to the 30-day average exchange ratio of Elantec and Intersil stocks.
The transaction combines two leaders in some of the fastest growing markets in the semiconductor industry.
Elantec, a provider of high performance analogue ICs, is the leader in the high growth optical storage (CD read/write and DVD recordable) and flat panel display markets.
Intersil and Elantec share a significant number of customers and have complementary product portfolios.
In addition, both companies share a fundamental vision of providing system level value for their target markets.
Elantec will be the third acquisition for Intersil, having previously acquired two wireless companies.
Both companies operated profitably during the 2001 downturn, and exited the year with gross margins in excess of 50% and significant cash balances.
Intersil and Elantec outperformed the overall semiconductor industry in 2001 while investing a combined 22% of sales in new product development for some of the fastest growing markets.
The combined company is well positioned to again outperform the market as the industry continues to recover.
In addition to the compelling strategic opportunity, Intersil expects the acquisition to result in cost savings through the consolidation of the two companies.
With these cost savings and excluding the impact of amortisation expenses, Intersil expects the acquisition to be accretive to its 2003 earnings per share.
On the close of the transaction, Greg Williams, Intersil President and CEO, will serve as Executive Chairman of the Board of Directors, working on corporate, wireless and analogue strategy.
Rich Beyer, Elantec President and CEO, will become President and CEO of Intersil.
Beyer and current Elantec Chairman Jim Diller will join Intersil's Board of Directors.
"This combination of two synergistic high growth companies adds Elantec's leadership in analogue optical storage and flat panel displays to Intersil's leadership in wireless LAN and power management", said Intersil's Williams.
"In addition, Elantec's product offerings in communication ICs and standard analogue will strengthen Intersil's portfolio of analogue ICs.
The product lines are complementary and will enhance Intersil's unique value proposition to our strategic customers".
"We believe that Elantec's systems level approach and core design competencies in high speed, high precision analogue ICs fit well with Intersil's strategy", Williams continued.
"Elantec leverages these competencies to focus on its attractive target markets to gain leading share.
This same approach has been successfully deployed in Intersil's leadership markets WLANs and power management".
"There is a strong fit between the two companies", said Elantec's Beyer.
"Our strategies of creating high performance products for targeted growth markets have enabled both Intersil and Elantec to outperform the industry during the recent cycle".
"Furthermore, we believe that combining our businesses will allow us to become a more powerful and strategic supplier of analogue and wireless products to many of our key customers, further enhancing our value proposition", Beyer added.
"In addition, Intersil's strong sales and engineering support in a number of international markets should drive incremental sales of Elantec products".
"As we indicated in our January conference call, we are seeing continued growth in our major businesses.
Today, we are reaffirming our guidance for the March quarter", said Beyer.
"The combined company will have one of the industry's strongest balance sheets, with greater than $550 million in cash after the transaction and no debt", commented Dan Heneghan, Intersil's Chief Financial Officer.
"Regarding the current business environment, demand for Intersil products is accelerating with orders running above expectations in each of our product lines.
We now expect first quarter revenues to increase sequentially by 6 to 8%, versus Intersil's previous guidance of 3 to 5%.
Increased wireless demand is driving most of the upside.
Earnings per share should also increase to $0.13, versus guidance of $0.12".
The boards of directors of both companies have unanimously approved the definitive agreement.
The transaction is subject to customary regulatory approvals and shareholder votes and is expected to close by the end of the second quarter of calendar 2002.
After the transaction, Intersil will have approximately 143 million fully diluted shares outstanding, with current Intersil shareholders owning approximately 77% and current Elantec shareholders owning approximately 23% of the combined company's shares.
Credit Suisse First Boston Corporation served as financial advisor to Intersil and Robertson Stephens advised Elantec on the transaction.
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