Dialog Semiconductor plc (XETRA:DLG), a leading provider of power
management, charging, AC/DC power conversion, Wi-Fi and
Bluetooth® low energy technology, and Adesto Technologies
Corporation (“Adesto”) (NASDAQ:IOTS), a leading provider of
innovative custom integrated circuits (ICs) and embedded systems
for the Industrial Internet of Things (IIoT) market, today
announced they have signed a definitive agreement for Dialog to
acquire all outstanding shares of Adesto.
Adesto accelerates Dialog’s expansion into the growing IIoT
market that enables smart buildings and industrial automation
(Industry 4.0), seamlessly driving cloud connectivity.
Headquartered in Santa Clara, California, Adesto has approximately
270 employees and an established portfolio of industrial solutions
for smart building automation that fully complements Dialog’s
manufacturing automation products. Adesto’s solutions are sold
across the industrial, consumer, medical, and communications
markets.
“This acquisition substantially enhances our position in the
Industrial IoT market,” said Jalal Bagherli, CEO of Dialog.
“Adesto’s established strength in connectivity solutions and highly
optimized products for building and industrial automation perfectly
complements and adds scale to our Industrial IoT portfolio from the
recently acquired Creative Chips. Adesto’s deep customer
relationships, comprehensive system expertise, and proprietary
technology will deliver enhanced value for Dialog customers.”
“Together with Dialog, we are positioned to create unique
Industrial IoT solutions through the integration of our
best-in-class technologies for today’s increasingly connected
world,” added Adesto’s CEO, Narbeh Derhacobian. “We are extremely
pleased to join Dialog to bring more value to our combined customer
base.”
Benefits of Transaction
Bringing Dialog and Adesto together creates a complementary
product portfolio for servicing a broad customer base in growth
segments of the industrial market and enables cross-selling.
The combination:
- Scales Dialog’s IIoT sector capabilities by combining
industrial connectivity, smart metering and building automation
solutions, and access to more than 5,000 customers, the majority of
which are new for Dialog
- Complements Adesto’s industrial wired connectivity portfolio
with Dialog’s wireless portfolio (BLE, Wi-Fi) for smart building
and industrial applications. Cloud-connectivity adds further
differentiation to Dialog’s existing Industrial
solutions
- Enables full system solutions for wearables, hearables, and
other IoT applications by combining Adesto’s low-power specialty
memory products with Dialog’s BLE & Wi-Fi connectivity and True
Wireless Stereo (TWS) Audio ICs
- Unlocks future growth in the Automotive market by qualifying
Adesto’s specialty memory products by leveraging Dialog’s
established Automotive production and test flow. Additionally,
these products address the emerging, fast-growing Artificial
Intelligence (AI) segment
- Adds engineering and design scale to expand Dialog’s existing
custom IC business making Dialog one of the largest custom analog
mixed-signal semiconductor providers
Transaction Structure and Terms
Dialog will acquire Adesto for $12.55 per share in cash, or for
approximately $500 million enterprise value. The deal will be
funded from Dialog’s balance sheet.
The transaction is expected to be EPS accretive1 for Dialog
within the first calendar year following close. Dialog expects
annual cost synergies of approximately $20 million within the first
calendar year of close across the combined company. Dialog also
anticipates considerable additional revenue synergies given the
complementary nature of the product portfolios and technology.
Adesto expects to report FY 2019 revenue of approximately $118
million and continued revenue growth is anticipated over the next
few years.
The transaction is subject to certain regulatory approvals and
customary closing conditions and is expected to close in the third
quarter of 2020.
The Board of Directors of Adesto has unanimously approved the
transaction and recommends that Adesto stockholders vote in favor
of the transaction, and directors and executive officers of Adesto
have agreed to vote their shares in favor of the transaction.
Hogan Lovells is serving as Dialog’s legal counsel, while BMO
Capital Markets is serving as financial advisor. Fenwick & West
LLP is serving as legal counsel for Adesto, with Cowen &
Company, LLC serving as financial advisor.
Conference Call Information:
Dialog will host a conference call on Thursday, February 20 at
10:00 a.m. CET / 9:00 a.m. UK. A link to the webcast is available
at https://webcast.openbriefing.com/dialog-feb2020/.
Participants can pre-register at
www.incommuk.com/customers/dialogsemiconductorcall to receive
access details via email. Additionally, conference call information
is below.
Germany (Local): 0322 2109 8334 United Kingdom: 0800 640
6441 United Kingdom (Local): 020 3936 2999 United States: 1
855 979 6654 United States (Local): 1 646 664 1960 All
other locations: +44 20 3936 2999 Access code:
863503 (Participants will be greeted by an operator who
will register their details.)
NOTES
For further information, please contact the following
representatives.
Dialog Investor Relations Contacts: |
Dialog Media Contact: |
Jose CanoHead of Investor
Relations Dialog Semiconductor Phone: +44 (0)1793 756
961jose.cano@diasemi.com UK – Matt DixonFTI Consulting
LondonPhone: +44 (0)2037 271 137matt.dixon@fticonsulting.com
Germany – Anja MeuselFTI Consulting FrankfurtPhone: +49 (0)69 9203
7120anja.meusel@fticonsulting.com US – Antonia Gray FTI
Consulting New YorkPhone: +1 (212)
850-5663antonia.gray@fticonsulting.com |
Mark TyndallSVP Corporate
Development & StrategyDialog SemiconductorPhone: +1 (408)
845-8520mark.tyndall@diasemi.com Web:
www.dialog-semiconductor.comTwitter: @DialogSemi
|
Adesto Investor Relations Contact: |
Adesto Media Contact: |
Joel W.
AchramowiczManaging DirectorShelton GroupPhone: +1 (415)
845-9964sheltonir@sheltongroup.com |
Jen Bernier-SantariniVP,
Corporate CommunicationsAdesto TechnologiesPhone: +1 (650)
336-4222jen.bernier@adestotech.com |
About Dialog SemiconductorDialog Semiconductor
is a leading provider of integrated circuits (ICs) that powers the
Internet of Things and Industry 4.0 applications. Dialog solutions
are integral to some of today’s leading smartphones and the
enabling element for increasing performance and productivity on the
go. From making smartphones more power efficient and shortening
charging times, enabling home appliances to be controlled from
anywhere, to connecting the next generation of wearable devices,
Dialog’s decades of experience and world-class innovation help
manufacturers get to what’s next.
Dialog operates a fabless business model and is a socially
responsible employer pursuing many programs to benefit the
employees, community, other stakeholders and the environment it
operates in. Dialog is headquartered near London with a global
sales, R&D and marketing organization. In 2019, it had
approximately $1.4 billion in revenue and is consistently one of
the fastest growing European public semiconductor companies. It
currently has approximately 2,000 employees worldwide. The company
is listed on the Frankfurt (FWB: DLG) stock exchange (Regulated
Market, Prime Standard, ISIN GB0059822006) and is a member of the
German MDAX and TecDax indices.
For more information, visit www.dialog-semiconductor.com.
About Adesto Technologies CorporationAdesto
Technologies Corporation (NASDAQ:IOTS) is a leading provider of
innovative application-specific semiconductors and embedded systems
for the Industrial IoT. The company’s technology is used by a broad
industrial customer base worldwide. With its growing portfolio of
high-value technologies, Adesto is helping its customers usher in
the era of the Internet of Things.
For more information, visit www.adestotech.com or follow
Adesto on Twitter.
Forward-Looking Statements
This press release contains “forward-looking” statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, that involve risks and uncertainties. In some cases, you
can identify these forward-looking statements by the use of terms
such as “expect,” “will,” “continue,” or similar expressions, and
variations or negatives of these words, but the absence of these
words does not mean that a statement is not forward-looking. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including, but not
limited to: any statements regarding the expected timing of the
completion of the transaction and the benefits of the transaction;
the ability of Dialog Semiconductor plc ("Dialog") and Adesto
Technologies Corporation ("Adesto") to complete the proposed
transaction considering the various conditions to the transaction,
some of which are outside the parties’ control, including those
conditions related to regulatory approvals; any other statements of
expectation or belief; and any statements of assumptions underlying
any of the foregoing. These forward-looking statements are
inherently uncertain, and are based on information available to
each of Dialog and Adesto as of the date hereof and current
expectations, forecasts, estimates, and assumptions. A number of
important factors and uncertainties could cause actual results or
events to differ materially from those described in these
forward-looking statements, including without limitation: the
failure to satisfy or waive any of the conditions to the
consummation of the proposed transaction, including the adoption of
the Merger Agreement by Adesto’s stockholders and the receipt of
certain governmental and regulatory approvals; matters arising in
connection with the parties’ efforts to comply with and satisfy
applicable regulatory approvals and closing conditions relating to
the proposed transaction; the risk that the proposed transaction
does not close when anticipated or at all; the effects of
disruption from the transactions contemplated by the Merger
Agreement on Adesto’s or Dialog’s business and the fact that the
announcement and pendency of the transaction may make it more
difficult to establish or maintain relationships with employees,
suppliers and other business partners; the occurrence of any event,
change or other circumstance that could give rise to the
termination of the Merger Agreement; the outcome of any legal
proceedings that may be instituted against Adesto or Dialog related
to the Merger Agreement or the proposed transaction; unexpected
costs, charges or expenses resulting from the proposed transaction;
the occurrence of a Material Adverse Effect (as defined in the
Merger Agreement); and other risks that are described in the
reports of Adesto filed with the Securities and Exchange Commission
(the “SEC”), including but not limited to the risks described in
Adesto’s Annual Report on Form 10-K for its fiscal year ended
December 31, 2018, which was filed with the SEC on March 18, 2019,
and Adesto’s Quarterly Reports on Form 10-Q, and that are otherwise
described or updated from time to time in other filings with the
SEC. All forward-looking statements attributable to Adesto or
Dialog, or persons acting on behalf of either, are expressly
qualified in their entirety by this cautionary statement. Further,
Adesto and Dialog disclaim any obligation to update the information
in this communication or to announce publicly the results of any
revisions to any of the forward-looking statements to reflect
future events or developments, except as otherwise required by law.
Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
Additional Information and Where to Find It
In connection with the proposed acquisition, Adesto will file
relevant materials with the SEC, including a preliminary and
definitive proxy statement. Promptly after filing the definitive
proxy statement, Adesto will mail the definitive proxy statement
and a proxy card to the stockholders of Adesto. ADESTO’S
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY WHEN IT
BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE
PARTIES TO THE PROPOSED TRANSACTION. Stockholders of Adesto will be
able to obtain a free copy of these documents, when they become
available, at the website maintained by the SEC at www.sec.gov or
free of charge at www.adestotech.com.
Additionally, Adesto and Dialog will file other relevant
materials in connection with the proposed acquisition of Adesto by
Dialog pursuant to the terms of the Merger Agreement. Adesto,
Dialog and their respective directors, executive officers and other
members of management and employees, under SEC rules, may be deemed
to be participants in the solicitation of proxies of Adesto
stockholders in connection with the proposed acquisition.
Stockholders of Adesto may obtain more detailed information
regarding the names, affiliations and interests of certain of
Adesto’s executive officers and directors in the solicitation by
reading Adesto’s most recent Annual Report on Form 10-K, and the
proxy statement for Adesto’s 2019 annual meeting of stockholders,
which was filed with the SEC on April 30, 2019. These
documents are available free of charge at the SEC’s web site at
www.sec.gov or by going to Adesto’s Investor Relations Website at
www.adestotech.com. Information about Dialog’s directors and
executive officers is set forth in Dialog’s Annual Report and
Accounts 2018. You can obtain free copies of this document by
accessing Dialog’s website at https://www.dialog-semiconductor.com.
Information concerning the interests of Adesto’s participants in
the solicitation, which may, in some cases, be different than those
of Adesto’s stockholders generally, will be set forth in the
definitive proxy statement relating to the proposed transaction
when it becomes available.
Dialog and the Dialog logo are trademarks of Dialog
Semiconductor plc or its subsidiaries. All other product or service
names are the property of their respective owners. © Copyright 2020
Dialog Semiconductor. All rights reserved.
Adesto and the Adesto logo are trademarks or registered
trademarks of Adesto Technologies Corporation or its subsidiaries
in the United States and other countries. Other company, product,
and service names may be trademarks or service marks of others.
____________________________
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