Microsemi Acquires Defense & Security Business from Endwave Corporation
April 30 2009 - 7:12AM
Business Wire
Microsemi Corporation (Nasdaq:MSCC), a leading manufacturer of
high performance analog mixed signal integrated circuits and high
reliability semiconductors, and Endwave Corporation (Nasdaq:ENWV),
a leading provider of high-frequency RF solutions for mobile
communications markets, today announced that Microsemi has acquired
Endwave�s defense electronics and security (D&S) business.
Microsemi intends to combine Endwave�s high-frequency product
portfolio with its own, creating one of the leading
high-reliability RF product offerings in the market today and
covering the technology spectrum up to 100 GHz. In recent years,
Endwave�s D&S group has developed many innovative, state of the
art products and has won several contracts to supply these products
on major systems projects with many current Microsemi customers
such as Boeing, Cobham, L3, Lockheed Martin, Northrop Grumman, and
Raytheon. This acquisition will expand opportunities for Microsemi
in next-generation, high-growth defense electronics applications
such as theater-wide video and voice communications, advanced radar
systems, remote sensing and broadband transmission systems. In
Homeland Security applications, the D&S group provides
technologies for radar fencing, stand-off threat detection systems
and advanced personnel screening portals. Microsemi intends to
expand the D&S business into new, related markets such as
satellite and space, in which the D&S technology is a natural
extension of Microsemi�s ongoing thrust into the marketplace.
Under the terms of the agreement, Microsemi is acquiring the
D&S assets for a total equity value of $28 million in cash plus
the assumption of specified liabilities. Microsemi expects the
acquisition to be accretive immediately. After removing existing
corporate overhead and other allocations, Microsemi believes the
D&S business will be more profitable. Microsemi is immediately
integrating the acquired D&S business into its existing RF
operations such that it expects gross and operating margins to
conform to its existing target model by the end of this calendar
year.
�The combination of Microsemi�s and Endwave�s D&S product
portfolios creates a strengthened high-reliability offering for the
RF Defense & Security market,� said James J. Peterson,
President and Chief Executive Officer of Microsemi Corporation.
�Endwave�s industry-leading RF technology and its focus on emerging
high-growth defense electronics and security applications makes it
an excellent complement to Microsemi�s own product suite. We are
delighted to add this incredible suite of technology and
outstanding design engineers to our growing family of
High-Reliability RF products.�
�Microsemi�s track record of performance, market leadership and
a blue-chip customer base enable this industry-class D&S
business to fulfill its vision,� said Ed Keible, Endwave�s CEO and
President. �We have worked hard to build our D&S business, and
we are extremely pleased that an industry leader like Microsemi can
take it to the next level.�
About Microsemi
Microsemi Corporation, with corporate headquarters in Irvine,
California, is a leading designer, manufacturer and marketer of
high performance analog and mixed-signal integrated circuits and
high reliability semiconductors. The company's semiconductors
manage and control or regulate power, protect against transient
voltage spikes and transmit, receive and amplify signals.
Microsemi's products include individual components as well as
integrated circuit solutions that enhance customer designs by
improving performance and reliability, battery optimization,
reducing size or protecting circuits. The principal markets the
company serves include implanted medical, defense/aerospace and
satellite, notebook computers, monitors and LCD TVs, automotive and
mobile connectivity applications. More information may be obtained
by contacting the company directly or by visiting its website at
http://www.microsemi.com.
The Microsemi Corporation logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=1233
About Endwave
Endwave Corporation designs, manufactures and markets RF
solutions that enable the transmission, reception and processing of
high-frequency signals in mobile communications networks. Endwave
has 41 issued patents covering its core technologies including
semiconductor and proprietary circuit designs. Endwave Corporation
is headquartered in San Jose, CA, with operations in Salem, NH; and
Chiang Mai, Thailand. Additional information about the company can
be accessed from the company�s web site at
http://www.endwave.com.
PLEASE READ THE FOLLOWING FACTORS THAT CAN MATERIALLY AFFECT
MICROSEMI'S FUTURE RESULTS.
�Safe Harbor� Statement under the Private Securities Litigation
Reform Act of 1995: Any statements set forth in this news release
that are not entirely historical and factual in nature, including
without limitation statements concerning our guidance on
Microsemi's financial results, and the expected operational,
technology, synergy, and other benefits of the acquisition, are
forward-looking statements. These forward-looking statements are
based on our current expectations and are inherently subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements.
The potential risks and uncertainties include, but are not limited
to, such factors as rapidly changing technology and product
obsolescence, potential cost increases, variations in customer
order preferences, weakness or competitive pricing environment of
the marketplace, uncertain demand for and acceptance of the
company's products, adverse circumstances in any of our end
markets, results of in-process or planned development or marketing
and promotional campaigns, difficulties foreseeing future demand,
potential non-realization of expected orders or non-realization of
backlog, product returns, product liability, and other potential
unexpected business and economic conditions or adverse changes in
current or expected industry conditions, difficulties and costs of
protecting patents and other proprietary rights, inventory
obsolescence and difficulties regarding customer qualification of
products. In addition to these factors and any other factors
mentioned elsewhere in this news release, the reader should refer
as well to the factors, uncertainties or risks identified in the
company's most recent Form 10-K and all subsequent Form 10-Q
reports filed by Microsemi with the SEC. Additional risk factors
may be identified from time to time in Microsemi's future filings.
The forward-looking statements included in this release speak only
as of the date hereof, and Microsemi does not undertake any
obligation to update these forward-looking statements to reflect
subsequent events or circumstances.
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