ON Semiconductor Signs Definitive Agreement to Acquire CMOS Image Sensor Business Unit from Cypress
January 27 2011 - 7:30AM
Business Wire
ON Semiconductor (Nasdaq: ONNN), a premier supplier of high
performance silicon solutions for energy efficient electronics, and
Cypress Semiconductor Corp. (Nasdaq: CY) today announced that a
definitive agreement has been signed for ON Semiconductor to
acquire the CMOS Image Sensor Business Unit (ISBU) from Cypress in
an all cash transaction for approximately $31.4 million. The
transaction is expected to close by the end of the first quarter of
2011, subject to customary closing conditions.
Cypress’s broad portfolio of high-performance custom and
standard CMOS image sensors are used in multi-megapixel digital
photography and cinematography, machine vision, linear and two
dimensional (2D) bar code imaging, medical x-ray imaging,
biometrics and aerospace applications. The company’s products
include the VITA, LUPA, STAR and IBIS families, which are
well-known throughout the industry.
The ISBU will become an integrated part of ON Semiconductor’s
Digital, Military/Aerospace and Image Sensor (DMI) division.
“The acquisition of the Image Sensor Business Unit from Cypress
will solidify our position as a leading supplier of CMOS Image
Sensor products,” said Bob Klosterboer, senior vice president and
general manager of ON Semiconductor’s Digital and Mixed Signal
Group (DMSG). “In addition, the acquisition will strengthen the
company’s talent base and add an experienced design and
applications engineering team for the image sensor market segment.
The 2D high-speed CMOS image sensors from the ISBU will
significantly strengthen and complement ON Semiconductor’s image
sensor products for the industrial, medical, computing and
military/aerospace markets.”
“The sale of our image sensor business will enable Cypress to
continue to focus on programmable products including our flagship
PSoC® programmable system-on-chip solution and our TrueTouch™
touch-sensing controllers,” said T.J. Rodgers, Cypress president
and CEO. “Our image sensor team has done a remarkable job in
recent years advancing its core technologies and broadening its
target markets. We believe that ON Semiconductor represents the
right home for the business, and that the sale, upon its
completion, represents the best possible outcome for our existing
customers.”
ON Semiconductor’s current products target one dimensional image
sensing with particular focus on contact image sensing and
ambient/proximity sensors. Once the acquisition is closed, the
company will have a complete image sensing product offering between
1D and 2D sensors and across multiple end-markets.
Pursuant to the agreement, ON Semiconductor is expected to
acquire approximately 100 patents and patent applications related
exclusively to the business and receive appropriate intellectual
property licenses from Cypress Semiconductor in order to continue
to conduct and grow the business. As part of the transaction,
approximately 80 Cypress Semiconductor ISBU employees will join the
ON Semiconductor organization.
Upon the closing, ON Semiconductor may record one-time charges
related to the transaction. The amounts of such charges, if any,
have not yet been determined.
About Cypress
Cypress delivers high-performance, mixed-signal, programmable
solutions that provide customers with rapid time-to-market and
exceptional system value. Cypress offerings include the flagship
PSoC® programmable system-on-chip families and derivatives such as
PowerPSoC® solutions for high-voltage and LED lighting
applications, CapSense® touch sensing and TrueTouch™ solutions for
touchscreens. Cypress is the world leader in USB controllers,
including the high-performance West Bridge® solution that enhances
connectivity and performance in multimedia handsets. Cypress is
also a leader in high-performance memories and programmable timing
devices. Cypress serves numerous markets including consumer, mobile
handsets, computation, data communications, automotive, industrial
and military. Cypress trades on the NASDAQ Global Select Market
under the ticker symbol CY. Visit Cypress online at
http://www.cypress.com/.
About ON Semiconductor
ON Semiconductor (Nasdaq: ONNN) is a premier supplier of high
performance silicon solutions for energy efficient
electronics. The company's broad portfolio of power and signal
management, logic, discrete and custom devices helps
customers efficiently solve their design
challenges in automotive, communications, computing, consumer,
industrial, LED lighting, medical, military/aerospace and power
applications. ON Semiconductor operates a world-class,
value-added supply chain and a network of manufacturing facilities,
sales offices and design centers in key markets throughout North
America, Europe, and the Asia Pacific regions. For more
information, visit http://www.onsemi.com.
ON Semiconductor and the ON Semiconductor logo are registered
trademarks of Semiconductor Components Industries, LLC. All other
brand and product names appearing in this document are registered
trademarks or trademarks of their respective holders. Although the
company references its website in this news release, information on
the website is not to be incorporated herein.
This document contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, but are not limited to,
statements related to the consummation, timing, charges and
benefits of the acquisition by ON Semiconductor Corporation (“ON”)
of the Image Sensor Business Unit (“ISBU”) from Cypress
Semiconductor. These forward-looking statements are based on
information available to us as of the date of this release and
current expectations, forecasts and assumptions and involve a
number of risks and uncertainties that could cause actual results
to differ materially from those anticipated by these
forward-looking statements. Such risks and uncertainties include a
variety of factors, some of which are beyond our control. In
particular, such risks and uncertainties include, but are not
limited to, difficulties encountered in consummating the
transaction and then integrating the ISBU; the possibility that
expected benefits and cost savings may not materialize as expected;
the variable demand and the aggressive pricing environment for
semiconductor products; the ability to successfully manufacture in
increasing volumes on a cost-effective basis and with acceptable
quality for products; the adverse impact of competitive product
announcements; revenues and operating performance; poor economic
conditions and markets, including the current credit markets; the
cyclical nature of the semiconductor industry; changes in demand
for our products; changes in inventories at customers and
distributors; technological and product development risks;
availability of raw materials; competitors' actions; pricing and
gross margin pressures; loss of key customers; order cancellations
or reduced bookings; changes in manufacturing yields; control of
costs and expenses; significant litigation; risks associated with
acquisitions and dispositions generally; risks associated with
leverage and restrictive covenants in debt agreements; risks
associated with international operations including foreign
employment and labor matters associated with unions and collective
bargaining agreements; the threat or occurrence of international
armed conflict and terrorist activities both in the United States
and internationally; risks related to new legal requirements such
as health care reform; risks and costs associated with increased
and new regulation of corporate governance and disclosure
standards; and risks involving environmental or other governmental
regulation. Information concerning additional factors that could
cause results to differ materially from those projected in the
forward-looking statements is contained in ON Semiconductor’s
Annual Report on Form 10-K as filed with the Securities and
Exchange Commission (“SEC”) on February 25, 2010, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K and our other filings
with the SEC. These forward-looking statements should not be relied
upon as representing our views as of any subsequent date and we do
not undertake any obligation to update forward-looking statements
to reflect events or circumstances after the date they were
made.
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