SAN DIEGO, Aug. 6, 2015 /PRNewswire/ -- Qualcomm
Incorporated (NASDAQ: QCOM) today announced that its subsidiary,
Qualcomm Atheros, Inc., has entered into a definitive merger
agreement to acquire Ikanos Communications, Inc. (NASDAQ: IKAN), a
high performance broadband networking semiconductor and software
provider enabling both central office and home gateway solutions.
Pursuant to the agreement, Qualcomm Atheros, through a wholly-owned
subsidiary, will commence a tender offer to acquire all of the
issued and outstanding shares of common stock of Ikanos for
$2.75 per share in cash, and assume
all outstanding indebtedness at the closing of the transaction.
The acquisition is intended to expand Qualcomm Atheros'
footprint in the carrier fixed line segment with the addition of
high performance broadband access and modem technologies critical
to enhancing users' connected experiences in the home. The home
gateway extends Qualcomm Atheros' leadership in carrier Wi-Fi and
wired connectivity, while providing a central hub for Internet of
Everything (IoE) enabled devices, services and 3G/LTE small
cells.
Ikanos' board of directors has unanimously approved the
transaction and recommends the offer to Ikanos stockholders. The
transaction is expected to close before the end of this year and is
subject to customary closing conditions, including a minimum tender
of a majority of outstanding shares of Ikanos and regulatory
clearances in certain non-US jurisdictions.
"Qualcomm Atheros has always viewed the home gateway as the
enabler for consumers to not only access the Internet for browsing
and downloading content and video streaming, but also as the hub of
the Internet in the home for a variety of reliable and high quality
services," said Rahul Patel, senior
vice president and general manager, connectivity, Qualcomm
Technologies, Inc. "The combination of Qualcomm Atheros' broad home
gateway IP portfolio, including Wi-Fi, powerline, small cell, and
Ethernet switch technologies, and Ikanos' advanced wired modem
technology, is designed to create a complete solution for a wide
range of home gateway products to better serve the carrier
segment."
The acquisition of Ikanos provides Qualcomm Atheros access to a
wide array of leading technologies, including A/VDSL2 and G.fast
modem technology and chipsets for consumer premises equipment (CPE)
and central office (CO) infrastructure. Ikanos also offers
multi-mode gateway processor and accelerator technology for fiber,
LTE, Ethernet and hybrid-copper applications. In addition, Ikanos
inSIGHT software allows remote diagnosis, management and
optimization of the broadband connection and quality-of-service,
and voice over IP (VoIP) integrated access devices and bridges.
Ikanos' strong central office product portfolio, as well as its
technology collaboration with Alcatel-Lucent in the area of fixed
access communications, enables Qualcomm Atheros to offer a strong
product portfolio in the ultra-broadband access space, including
G.fast.
"Qualcomm Atheros and Ikanos have a long history of
collaboration in the carrier space and share a common vision for
the connected home. Bringing the two companies together enables
Qualcomm Atheros to accelerate implementation of its strategy for
the connected home, and to move the home gateway forward as a key
enabler for new carrier applications and services," said
Omid Tahernia, president and chief
executive officer, Ikanos.
About Qualcomm Incorporated
Qualcomm Incorporated (NASDAQ: QCOM) is a world leader in 3G, 4G
and next-generation wireless technologies. Qualcomm Incorporated
includes Qualcomm's licensing business, QTL, and the vast majority
of its patent portfolio. Qualcomm Technologies, Inc., a
wholly-owned subsidiary of Qualcomm Incorporated, operates, along
with its subsidiaries, substantially all of Qualcomm's engineering,
research and development functions, and substantially all of its
products and services businesses, including its semiconductor
business, QCT. For more than 30 years, Qualcomm ideas and
inventions have driven the evolution of digital communications,
linking people everywhere more closely to information,
entertainment and each other. For more information, visit
Qualcomm's website, OnQ blog, Twitter and Facebook pages.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. Any
statements contained herein which do not describe historical facts,
including but not limited to, statements regarding: the proposed
transaction between Qualcomm Atheros and Ikanos; the expected
timetable for completing the transaction; strategic and other
potential benefits of the transaction; and any other statements
about Qualcomm managements' future expectations, beliefs, goals,
plans, or prospects, are forward-looking statements which involve
risks and uncertainties that could cause actual results to differ
materially from those discussed in such forward-looking statements.
Such risks and uncertainties include: the possibility that certain
closing conditions to the transaction will not be satisfied; that
required regulatory approvals for the transaction may not be
obtained in a timely manner, if at all; the ability to timely
consummate the transaction and possibility that the transaction
will not be completed; the ability of Qualcomm Atheros to
successfully integrate Ikanos' operations and employees; the
anticipated benefits of the transaction may not be realized; and
those additional factors discussed in Qualcomm's most recent
Quarterly and Annual Reports on Forms 10-Q and 10-K filed with the
Securities and Exchange Commission. Investors are urged not to
place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. Qualcomm
undertakes no obligation to revise or update any forward-looking
statements in order to reflect any event or circumstance that may
arise after the date of this press release.
About the Tender Offer
THE PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES
OF IKANOS COMMON STOCK. THE TENDER OFFER DESCRIBED IN THIS DOCUMENT
HAS NOT YET COMMENCED.
At the time the offer is commenced, a subsidiary of Qualcomm
Atheros will file a Tender Offer Statement on Schedule TO with the
United States Securities and Exchange Commission ("SEC"), and
Ikanos will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer.
The Offer to Purchase, the related Letter of Transmittal and
certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to
all stockholders of Ikanos at no expense to them. The Tender Offer
Statement and the Solicitation/Recommendation Statement will be
available without charge at the SEC's web site, at
http://www.sec.gov. Free copies of these materials and certain
other offering documents will be sent to Ikanos' stockholders by
the information agent for the offer.
IKANOS STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE
TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT, INCLUDING ALL AMENDMENTS TO
THOSE MATERIALS. SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION,
WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE TENDER OFFER.
Additional Information and Where to Find It
In addition to the Solicitation/Recommendation Statement, Ikanos
files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any reports,
statements or other information filed by Ikanos at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Qualcomm is a trademark of Qualcomm Incorporated, registered in
the United States and other
countries.
Qualcomm Contacts:
Laurie Falconer, Qualcomm
Atheros
Phone: 1-408-652-0632
Email: laurief@qti.qualcomm.com
Emily Kilpatrick, Corporate
Communications
Phone: 1-858-845-5959
Email: corpcomm@qualcomm.com
Warren Kneeshaw, Investor
Relations
Phone: 1-858-658-4813
Email: ir@qualcomm.com
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SOURCE Qualcomm Technologies