Monday December 6, 4:40 pm Eastern Time
Company Press Release
Semtech Acquires USAR, Strengthening Technology Portfolio for Analog/Mixed Signal Market
System Management & Input Device Leader Provides Semtech with Highly Integrated Turnkey Power and Battery Management Solutions for Notebook and Palmtop Computers
NEWBURY PARK, Calif.--(BUSINESS WIRE)--Dec. 6, 1999-- Semtech Corp. (Nasdaq:SMTC - news), a leader in analog and mixed-signal ICs, today announced the acquisition of USAR Systems, Inc., (NEW YORK), a preeminent provider of embedded devices for advanced notebook and palmtop products. USAR's products include sophisticated input-device and system-management ICs adopted by leading computer and portable systems suppliers such as Compaq Computer, Hewlett Packard, Philips, General Electric and Sun MicroSystems.
Semtech announced that it has exchanged 495,000 shares of its common stock for all outstanding shares of common stock of USAR Systems. The transaction will be treated as a pooling of interests for accounting purposes, but will not require restatement of prior period results of Semtech. The Company said that it would incur one-time costs of approximately $500,000 in the fourth quarter of fiscal year 2000 to cover acquisition-related costs. The Company anticipates that USAR's operating results will not have a dilutive impact on Semtech's operating income for the fourth quarter.
''This critically important acquisition is a key step in Semtech's on-going strategy of driving the fastest-growing emerging market segments with high-value integrated solutions,'' said Jack Poe, Semtech chairman and CEO. ''Combining USAR's advanced programmed microcontroller products, interface- standard- and embedded-firmware expertise with Semtech's recognized analog and mixed-signal IC and design strengths will allow us to create customer solutions with a level of integration never before achieved.''
Joining forces with USAR allows Semtech to leverage both companies' achievements in bringing lower cost, space-saving, power-efficient and highly functional ICs solutions to market for the demanding portable computing marketplace. By providing highly integrated analog-digital-firmware expertise and products, Semtech can now offer its customers sub-system solutions that minimize internal development costs and product management time, enable the lowest possible power consumption and speed product time-to-market with assured interface-standard compliance.
''We view this merger as a unique win for the market,'' said John Milios, USAR Systems president. ''Until now, sub-system OEMs had to purchase analog ICs from one manufacturer, controller ICs from a second vendor and embedded controller firmware from a third source. With Semtech's significant product lines and technical-marketing infrastructure, USAR can now offer a complete analog, digital and firmware solution for sub-system developers -- something that no other player in our industry can provide.''
USAR, a privately held company founded in 1990, was recognized by Inc. Magazine as one of the fastest growing private companies in the U.S. in 1998. The company, based in New York, offers products that serve the notebook, handheld, palmtop, medical and industrial computing markets. Some of the more notable products from USAR include a special Zero-Power(TM) encoder for the Stowaway(TM) foldable full-sized keyboard for palmtop computers, the USAR PixiPoint(TM) Z ''click-to-select'' controller for notebook pointing sticks, and advanced touch screen controllers. In addition, USAR offers a comprehensive line of input device and power management companion ICs utilized in many handheld and web phone systems and RISC processor reference designs, such as those for the Intel StrongARM®, as well as ACPI-compliant embedded keyboard controllers and Smart Battery solutions. Having played a key role in defining industry interface standards, USAR is co-owner of the Smart Battery System specification as well as the SMBus standard, and has been very active in adoption and solutions for the USB, ACPI and Bluetooth technology standards initiatives. Information on USAR products can be found at www.usar.com.
As part of the acquisition, USAR will become a subsidiary of Semtech and will continue to maintain operations and strategic relationships currently in place and will continue to honor all commitments made to its customers. USAR products will now be bolstered by Semtech's growing sales and field engineering infrastructure although current manufacturing vendors and customer support is not expected to change.
The acquisition of USAR is the latest step in Semtech's strategy to provide leadership in world-class analog/mixed-signal solutions for the rapidly growing PC, workstation, portable and high-speed communications markets. In 1997, Semtech acquired Edge Semiconductor, which now provides high-performance clock drivers and related ICs for the communications, workstation and automated testing equipment market. That acquisition was followed in 1998 by the purchase of UK-based Acapella Ltd., which provides advanced fiber-optic communications products.
About Semtech
Semtech Corp. is a leading provider of high-quality, analog/mixed-signal ICs for power management, overvoltage and transient protection, automated test equipment, and communications. Publicly traded since 1967, Semtech is listed on the Nasdaq National Market under the symbol SMTC. For more information, contact Semtech Corp. at 652 Mitchell Rd., Newbury Park, Calif., 91320; phone: (805) 498-2111; email: info@semtech.com or visit our Web site at www.semtech.com.
Forward-looking statements and projections in this news release involve risk and uncertainty. Important factors include overall economic conditions, risks associated with Y2K, the timing and duration of the semiconductor market upturn, demand for personal computers, cellular phones and automated test equipment, demand for the Company's products in particular, demand for semiconductor devices in general, competitors' actions, relations with large strategic customers, risks associated with the businesses of major customers and other risk factors. Please refer to the Company's Form 10-K for the year ended January 31, 1999 as filed with the Securities and Exchange Commission for further information. Actual results could differ materially from expected events as discussed in this press release.
Semtech and the Semtech logo are registered trademarks of Semtech Corp. All other trademarks are the property of their respective owners.
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Contact:
Semtech Corp.
Lori Posey, 805/480-2052
lposey@semtech.com
or
Tsantes & Associates
Kerry Swanson, 408/369-1500 x39
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