inSilicon Enters Bluetooth and Mixed-Signal Communications Markets
Two Planned Acquisitions Significantly Broaden Market Scope and Expand Wireless Communications Platform Portfolio
SAN JOSE, Calif., November 15, 2000 - inSilicon Corporation (Nasdaq: INSN) -- a leading provider of semiconductor intellectual property (IP) communications platforms -- today announced that it has signed definitive agreements to acquire Xentec Inc., a privately held mixed-signal communications IP company, and the wireless design group of Hd Lab, K.K.
The planned acquisitions expand and strengthen inSilicon's position as a preeminent supplier of communication platforms. inSilicon intends to utilize the acquired technologies to license IP-based Bluetooth and mixed-signal communication products. Initial Bluetooth products are anticipated to be available for licensing within six months.
"The combined acquisitions provide inSilicon with strategic products and engineering talent that greatly expands our ability to offer next-generation wireless and integrated communications solutions," said Wayne Cantwell, president and CEO of inSilicon. "We believe that the Bluetooth and mixed-signal communications IP markets are untapped and represent significant business opportunities. We intend to be a leader in both markets."
Xentec Inc., located in Toronto, Canada, specializes in the design of high-speed mixed-signal analog and wireless technologies. inSilicon will position this team to be the driving force behind expansion into the communications mixed-signal market. Xerxes Wania, President and CEO of Xentec, will serve as president of inSilicon Canada and report directly to Mr. Cantwell. The acquisition of Xentec adds additional IP products and over 20 experienced engineers and technologists.
"Mixed-signal IP must be brought on-chip to enable the next generation of innovative electronic appliances," said Xerxes Wania, president and CEO of Xentec. "Through the combined resources of inSilicon and Xentec, our goal is to provide the technology that drives growth in the emerging system-on-chip market."
Hd Lab, K.K. is a design services company headquartered in Shin-Yokohama, Japan with a small group focused on digital baseband controller design services. inSilicon will deploy the existing wireless design team of five people as the foundation of the company's wireless baseband capabilities.
"The Hd Lab team has deep wireless design expertise with mobile standards, including Bluetooth and 802.11" said Mr. Cantwell. "We believe that the Hd Lab engineers, along with their technology base and expertise, will be a tremendous asset to our ongoing product development."
Under the terms of the Xentec agreement, inSilicon will issue approximately 634,000 shares of stock of an inSilicon Canadian subsidiary that are exchangeable for shares of inSilicon stock, options to purchase 96,000 shares of inSilicon common stock and $2.9 million of cash to Xentec shareholders in exchange for all Xentec common shares and options. In addition, Xentec shareholders will have the right to receive up to an additional 415,000 exchangeable shares over the next two years, contingent upon the achievement of certain performance milestones. This consideration equates to a value of approximately $15.9 million based upon yesterday's closing price of inSilicon stock of $11.50 per share. The Xentec acquisition will be accounted for as a purchase, and Xentec will become an indirect subsidiary of inSilicon.
Under the terms of the Hd Lab agreement, inSilicon will assume the wireless design group operations and will pay approximately $1.5 million in cash over a one-year period. This cash payment will be capitalized and expensed over the anticipated revenue generated from the underlying products developed.
inSilicon management estimates that these two transactions will have a dilutive impact of 10% or less on its pro forma earnings (before goodwill and other non-cash charges) in fiscal 2001 and will be accretive on the same basis beginning in fiscal 2002.
The Xentec agreement has been approved by the board of directors of each company and the shareholders of Xentec. The acquisition is expected to close within sixty days, subject to the completion of certain corporate amalgamations, the execution of related agreements and other customary closing conditions. The Hd Lab agreement is expected to close within one week.
The Company will be hosting a live webcast on Thursday, November 16, 2000 at 8:30 AM Eastern / 5:30 AM Pacific. The webcast can be accessed at www.ccbn.com. An archive of the webcast will be available on both websites for 60 days.
Ubiquitous, fast, and secure wireless connectivity for the broad spectrum of digital devices is fast becoming a reality. Bluetooth is an economical short-range wireless technology based on a compact radio transceiver. Defined by an open standard and using a globally available, license-free 2.4 GHz ISM frequency band, Bluetooth is targeted at simplifying wireless communications and data synchronization among devices including mobile PCs, mobile telephones, and PDAs. Bluetooth enables wireless connection to voice or data networks such as LANs, cameras, headsets, and other peripheral devices. Cahners In-Stat Group, a high-tech market research firm, projects the market opportunity for Bluetooth solutions will approach $5 billion by 2005. According to the research firm, consumers are expected to create significant demand for the technology in order to realize benefits such as establishing a wireless connection to the public switched telephone network, printing from a different room in the house without a home network, and synchronizing contact information and calendars among various productivity devices.
Integrating Analog and Digital for Customer Value
Most communications technologies such as Bluetooth, 802.11, USB, Ethernet, and IEEE1394 all manage two basic functions to accomplish data communications. Data is first processed digitally, and then converted to analog or radio frequencies for wired or wireless transport. Traditionally this has been a complicated, multi-chip solution partitioned between digital and analog/radio boundaries.
With IP-based solutions and the latest generation of semiconductor technology, it is now cost-effectively possible to combine the complex digital, analog, and radio technologies on one chip - providing significant time-to market and cost savings to the customer. Products that incorporate this converged technology, such as information appliances, digital cameras, broadband modems, and mobile phones benefit from the resulting reduced cost, size, and power.
inSilicon Corporation is a leading provider of communications platforms used by semiconductor and systems companies to design systems-on-chip that are critical components of wired and wireless products. inSilicon's technology provides customers faster time-to-market, and reduced risk and development cost. The company's enabling communications technologies, including the JVX[tm] Java[tm] Accelerator, Ethernet, USB, PCI, and IEEE-1394 are used in a wide variety of markets encompassing communications, consumer, computing, and office automation. inSilicon is a subsidiary of Phoenix Technologies (Nasdaq: PTEC).
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
This release may contain forward-looking statements based on our current expectations, estimates and projections about our industry, management's beliefs, and certain assumptions made by us. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will" and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.
Important factors that may cause such a difference for inSilicon in connection with the acquisition of Xentec Inc. and Hd Lab K.K. include, but are not limited to, the risks inherent in acquisitions of technologies and businesses, including the timing and successful completion of technology and product development through volume production, integration issues, costs and unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, potential contractual, intellectual property or employment issues, accounting treatment and charges, and the risks that the acquisition cannot be completed successfully or that anticipated benefits are not realized; the rate at which present and future customers and end-users adopt inSilicon's, Xentec's and Hd Lab's technologies and products in the markets for communications integrated circuits; delays in the adoption and acceptance of industry standards in the foregoing markets; the timing of customer-industry qualification and certification of our products and the risks of non-qualification or non-certification; the timing, rescheduling or cancellation of significant customer orders; the loss of a key customer; the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products; intellectual property disputes and customer indemnification claims; problems or delays in the fabrication, testing or delivery of our products; our ability to specify, develop or acquire, complete, introduce, and market new products and technologies in a timely manner; the effects of new and emerging technologies; changes in our product or customer mix; and those factors discussed from time to time the company's public reports filed with the Securities and Exchange Commission, such as those discussed under "Risk Factors" in the company's report on Form S-1 filed in March 2000, and the company's most recent quarterly report on Form 10-Q filed in August 2000.
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