Semtech Completes Acquisition of XEMICS
CAMARILLO, Calif.—(BUSINESS WIRE)—June 24, 2005—
SEMTECH CORPORATION (NASDAQ:SMTC), a leading producer
of high performance analog and mixed-signal semiconductors, announced
that on June 23, 2005 it successfully completed the acquisition of
XEMICS SA, a fabless developer of ultra-low power analog, radio
frequency (RF) and digital integrated circuits (IC). Semtech announced
plans to acquire XEMICS on June 20, 2005.
Swiss-based XEMICS was acquired by Semtech International AG,
Semtech Corporation's wholly-owned Swiss subsidiary. XEMICS will
continue to operate from its Neuchatel, Switzerland location and will
be referred to as Semtech's Wireless and Sensing Products business
unit.
As previously announced, Semtech estimates that in the second
quarter that ends July 31, 2005, it will incur a one-time acquisition
related charge to earnings of $4 million to $5 million for the
write-off of in-process R&D. Consistent with purchase accounting
treatment of the acquisition, other intangible items will be amortized
over the current quarter and future periods. The amount of acquisition
related charges are subject to the final valuation of XEMICS.
XEMICS' results of operations will be consolidated with those of
Semtech's beginning at the time of the transaction's close. XEMICS'
revenue for the period of June 24, 2005 to July 31, 2005 is forecasted
to be approximately $2.5 million. Excluding the acquisition related
items discussed above, Semtech expects the transaction to be neutral
to its earnings initially and become accretive within two quarters.
About Semtech and XEMICS
Semtech Corporation is a leading supplier of analog and
mixed-signal semiconductors used in a wide range of computer,
industrial and communication applications.
XEMICS is a research and development (R&D) intensive company based
in Switzerland. XEMICS applies its low-power, low-voltage design
expertise across its core technologies -- sensor interfacing/data
acquisition, 8-bit RISC microcontrollers, RF transceivers and audio
Codecs. These capabilities are aimed at adding value in next
generation, highly integrated battery powered wireless and sensing
applications.
Forward-Looking and Cautionary Statements
This release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements are statements other than
historical information or statements of current condition and relate
to matters such as the expected one-time charge, the expected impact
of the transaction on earnings, future financial performance, future
operational performance, and our plans, objectives and expectations.
Some forward-looking statements may be identified by use of terms such
as "expects," "anticipates," "intends," "estimates," "believes,"
"projects," "should," "will," "plans" and similar words.
Forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those projected.
These risks and uncertainties include the possibility of a greater
than expected one-time charge, the possibility of higher than
anticipated amortization in any given quarter, the possibility of
material differences in other anticipated effects of the application
of purchase accounting rules, the possibility of less than anticipated
cost savings, and the complexities of successfully integrating the
workforces and technologies of the companies. In addition to
considering these risks and uncertainties, forward-looking statements
should be considered in conjunction with the cautionary statements
contained in the "Risk Factors" section and elsewhere in the Company's
Annual Report on Form 10-K for the fiscal year ended January 30, 2005,
in its other filings with the SEC, and in material incorporated
therein by reference. In light of the risks and uncertainties inherent
in forecasts of revenue and gross margin and in other projected
matters, forward-looking statements should not be regarded as
representations by the Company that its objectives or plans will be
achieved or that any of its operating expectations or financial
forecasts will be realized. The Company assumes no obligation to
update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
Contact:
Semtech Corporation
John Baumann, 805-480-2010 (Investor Relations)
