Intersil Corporation (NASDAQ: ISIL)
- Establishes Intersil as #1 Video IC Supplier in Security
Surveillance Market
- Creates Leadership Position in Automotive Infotainment
Market
- Acquisition Expected to be Accretive to 2010 EPS, excluding
acquisition-related charges
Intersil Corporation (NASDAQ: ISIL) and Techwell, Inc. (NASDAQ:
TWLL) announced today they have entered into a definitive agreement
for Intersil to acquire Techwell through a cash tender offer at
$18.50 per share. Net of Techwell's cash and equivalents, the
transaction values Techwell at approximately $370 million.
Techwell, with over 200 employees in the U.S., China, Japan,
South Korea and Taiwan, is a fabless semiconductor company that
designs and sells mixed signal video solutions for the security
surveillance and automotive infotainment markets. Techwell's
products enable the conversion of analog video signals to digital
form and perform advanced digital video processing to facilitate
the display, storage and transport of video content. Major
applications using Techwell products include industrial DVRs,
networked video recorders, multiplexers, as well as automotive
front consoles, rearview mirrors and rear seat LCD displays.
"Techwell's team and products will expand our leadership in two
high-growth industrial markets," said Dave Bell, Intersil's
President and Chief Executive Officer. "The addition of Techwell's
mixed signal video products will help our customers build solutions
that improve performance, reduce overall cost and shorten
time-to-market. In addition, the acquisition will significantly
increase our overall industrial business, which will become our
largest end market at approximately 31% of revenue," continued Mr.
Bell.
"We are very excited to join the Intersil family," said Hiro
Kozato, Techwell's President and Chief Executive Officer. "This
combination will help us deliver a much broader product offering in
Techwell's end markets. Intersil's customer relationships will
create numerous new opportunities for the combined company," said
Mr. Kozato.
The acquisition is expected to be accretive to Intersil's 2010
earnings, excluding one-time costs and other acquisition-related
charges.
Tender Offer and Closing
Under the terms of the agreement, Intersil will commence a cash
tender offer to acquire Techwell's outstanding shares of common
stock at $18.50 per share. Terms of the agreement were unanimously
approved by Techwell's board of directors, and Techwell's board has
recommended that Techwell shareholders tender their shares into the
offer. Techwell's directors, entities affiliated with Technology
Crossover Ventures, and certain executive officers of Techwell (in
total representing approximately 23% of the outstanding shares)
have already agreed to tender their shares into the offer.
Intersil expects to finance the acquisition by issuing debt;
however, the transaction is not subject to a financing condition.
Intersil has received a financing commitment of $390 million from
Morgan Stanley Senior Funding, Inc. in connection with the
acquisition. Morgan Stanley is acting as financial advisor to
Intersil in connection with the acquisition, and Dechert LLP is
acting as Intersil's legal counsel. Deutsche Bank Securities Inc.
is acting as financial advisor to Techwell in connection with the
acquisition, and Pillsbury, Winthrop, Shaw and Pittman is acting as
Techwell's legal counsel.
The acquisition is expected to close during Intersil's second
quarter and is subject to customary regulatory approvals and the
satisfaction of other transaction conditions including the tender
of at least 50% of Techwell's outstanding shares.
Conference Call Dave Bell, Intersil's
President and Chief Executive Officer, and Jonathan Kennedy, Senior
Vice President and Chief Financial Officer, will host a brief
conference call at 8:00 a.m. Pacific Time to discuss the details of
the proposed acquisition.
Those wishing to participate in the conference call please dial
(800) 561-2813, and international participants please dial +1 (617)
614-3529, using the passcode 53602928 at approximately 7:50 a.m.
Pacific Time. Those wishing to listen to the call may also do so
via webcast on the company's Web site:
http://www.intersil.com/investor.
A replay of the call will be available for two weeks following
the conference call on the company Web site, or may be accessed by
dialing (888) 286-8010, international dial +1 (617) 801-6888, using
the passcode 14786787.
About Intersil Intersil Corporation is a
leader in the design and manufacture of high-performance analog and
mixed signal semiconductors. The Company's products address some of
the industry's fastest growing markets, such as flat panel
displays, cell phones, notebooks and other handheld systems.
Intersil's product families address power management functions and
analog signal processing functions. Intersil products include ICs
for battery management, hot-plug controllers, linear regulators,
power sequencers, supervisory ICs, bridge drivers, PWM controllers,
switching DC/DC regulators, Zilker Labs Digital Power ICs and power
MOSFET drivers; optical storage laser diode drivers; DSL line
drivers; D2Audio products; video and high-performance operational
amplifiers; high-speed data converters; interface ICs; analog
switches and multiplexers; crosspoint switches; voice-over-IP
devices; and ICs for military, space and radiation-hardened
applications. For more information about Intersil or to find out
how to become a member of our winning team, visit the Company's web
site and career page at www.intersil.com.
About Techwell Techwell is a fabless
semiconductor company that designs, markets and sells mixed signal
video semiconductor solutions for the security surveillance and
automotive infotainment markets. Headquartered in San Jose, CA,
Techwell currently has over 200 employees in the U.S., China,
Japan, South Korea and Taiwan. Please visit
http://www.techwellinc.com for more information.
Securities Law Disclosure and Additional
Information
The tender offer for the outstanding shares of common stock of
Techwell, Inc. ("Techwell") has not yet commenced. No statement in
this document is an offer to purchase or a solicitation of an offer
to sell securities. At the time the tender offer is commenced,
Intersil Corporation and an indirect wholly-owned subsidiary of
Intersil Corporation will file a tender offer statement on Schedule
TO with the Securities and Exchange Commission, and Techwell will
file a solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. Any offers to purchase or
solicitations of offers to sell will be made only pursuant to such
tender offer statement. The tender offer statement (including an
offer to purchase, a related letter of transmittal and other offer
documents) and the related solicitation/recommendation statement
will contain important information, including the various terms of,
and conditions to, the tender offer, that should be read carefully
by Techwell's stockholders before they make any decision with
respect to the tender offer. Such materials, when prepared and
ready for release, will be made available to Techwell's
stockholders at no expense to them. In addition, at such time such
materials (and all other offer documents filed with the SEC) will
be available at no charge on the SEC's Web site: www.sec.gov.
Techwell (MM) (NASDAQ:TWLL)
Gráfico Histórico do Ativo
De Ago 2024 até Set 2024
Techwell (MM) (NASDAQ:TWLL)
Gráfico Histórico do Ativo
De Set 2023 até Set 2024