Microchip completed its acquisition of Microsemi on May 29, 2018
– Significantly Expands Microchip’s solutions for Data Center, Communications, Defense and Aerospace Markets
– Expected to be immediately accretive to non-GAAP earnings per share
– Estimated $300 million in synergies in the third year after close of transaction
– Adds strong complementary analog and mixed-signal product lines supporting Microchip 2.0 strategy
Chandler, Arizona and Aliso Viejo, California – March 1, 2018 – Microchip Technology Incorporated (NASDAQ: MCHP), a leading provider of microcontroller, mixed-signal, analog and Flash-IP solutions, and Microsemi Corporation (NASDAQ: MSCC), a leading provider of semiconductor solutions differentiated by power, security, reliability and performance, today announced that the two companies have signed a definitive agreement pursuant to which Microchip will acquire Microsemi for $68.78 per share in cash. The acquisition price represents a total equity value of about $8.35 billion, and a total enterprise value of about $10.15 billion, after accounting for Microsemi’s cash and investments, net of debt, on its balance sheet at December 31, 2017.
“We are delighted to welcome Microsemi to become part of the Microchip team and look forward to closing the transaction and working together to realize the benefits of a combined team pursuing a unified strategy. Even as we execute a very successful Microchip 2.0 strategy that is enabling organic revenue growth in the mid to high single digits, Microchip continues to view accretive acquisitions as a key strategy to deliver incremental growth and stockholder value. The Microsemi acquisition is the latest chapter of this strategy and will add further operational and customer scale to Microchip,” said Steve Sanghi, Chairman and CEO of Microchip.
“Microchip and Microsemi have a strong tradition of delivering innovative solutions to demanding customers and markets, thus creating highly valued and long-lasting revenue streams. Joining forces and combining our complementary product portfolios and end market exposure will offer our customers a richer set of solution options to enable innovative and competitive products for the markets they serve,” said Ganesh Moorthy, President and COO of Microchip.
“This transaction represents a compelling opportunity for Microsemi stockholders, employees and customers by combining the leading embedded control market position of Microchip Technology with the world class power, security, reliability and performance solutions from Microsemi,” said James J. Peterson, Chairman and CEO of Microsemi. “We are delighted to become part of Microchip Technology, a premier company in the semiconductor industry.”
Following the closing, the transaction is expected to be immediately accretive to Microchip’s non-GAAP earnings per share. Based on currently available information, Microchip anticipates achieving an estimated $300 million in synergies in the third year after close of transaction. Microchip plans to finance the transaction with approximately $1.6 billion of cash from the combined company balance sheets, approximately $3.0 billion from Microchip’s existing line of credit, approximately $5.0 billion in new debt and $0.6 billion of a cash bridge loan.
The Board of Directors of each company has unanimously approved the acquisition. Subject to approval by Microsemi stockholders, customary regulatory approvals and other closing conditions, the transaction is expected to close in the second quarter of calendar 2018.
J.P. Morgan is acting as Microchip’s exclusive financial advisor and is providing $5.6 billion in committed financing. Wilson Sonsini Goodrich & Rosati, P.C. is acting as Microchip’s legal advisor. Qatalyst Partners is acting as exclusive financial advisor to Microsemi. O’Melveny & Myers LLP is acting as Microsemi’s legal advisor.
Read the press release
Stratum 1 Performance
The newly-introduced TimeSource® 3550 is a standalone Primary Reference Source (PRS) which provides Stratum 1 performance in GPS hostile environments via external wall mount or roof mounts. Its new highly integrated rubidium oscillator maintains extended holdover spec with reduced footprint.
TimeSource 3550 consists of single unit modules that plug into a rack-mounted shelf. It operates with an external high precision GPS timing antenna to meet GR-2830 and EN 300 462-6-1 requirements, and comes with two output ports that are software configurable for T1, E1, 2.048 MHz or composite clock to support frequency timing applications. There is also a SW License option for 8 additional outputs. TimeSource 3550 is hardware-ready for IEEE 1588v2 /PTP and Sync-E.
Two shelves are available: ANSI standard with rear connectors and ETSI standard with front facing connector access. The TimeSource 3050 modules may be used in previously supplied shelves of TimeSource 3000 and 3100 products.
Improved GPS antenna design
The new GPS antennas for the TimeSource 3550 provide advanced narrowband filtering to protect against interference from adjacent spectrum. They also provide automatic compensation for cable delay via TWTT (Two-Way Time Transfer). The GPS antenna can be installed up to 1,000 feet from the office shelf, without amplifiers, using inexpensive thin coax cable.
Energy-efficient hardware yields substantial OPEX savings with dramatically reduced power consumption. The product is also fully ROHS compliant (ROHS 6/6).
- Advanced multi-input clock engine
- High precision timing antenna with integrated GPS receiver
- Up to 1000 foot antenna cabling with automatic delay compensation
- Timing accuracy of 100 ns when locked to GPS
- Rubidium holdover
- T1, E1, 2.048 MHz, and 10 MHz inputs and outputs
- 1 PPS and TOD output ports
- Sync status messaging on E1/T1 ports
- Integrated sync monitoring of input ports
- Optional SNTP server
- NEBS Level 3 compliant
- Low power consumption
New Turnkey Solution Leverages Synergies of Multiple Microsemi Products to Significantly Reduce Software Development for Customers
ALISO VIEJO, Calif., Nov. 21, 2017
Microsemi’s new IEEE 1588 timing synchronization module streamlines customers’ developments to add synchronization network timing to their designs, simplifies the sourcing process and reduces development time while providing an easy integration. The module also includes drivers, servos/algorithm firmware, IEEE 1588 Precision Time Protocol (PTP) stack software, a user guide and reference board schematics to deliver a fully tested chip-set solution from a trusted tier-one vendor.
“Our differentiated programmable solutions portfolio, including the SmartFusion2 SoC and PolarFire® FPGA, is gaining rapid acceptance in the communications and industrial infrastructure market,” said Bruce Weyer, vice president and business unit manager for programmable devices at Microsemi. “This tightly integrated solution with our class-leading timing and PHY components will further increase our momentum in these markets where highly accurate timing synchronization is becoming a clear requirement.”
The IEEE 1588 timing synchronization module blends Microsemi’s expertise in nanosecond-level accurate timestamping for IEEE 1588 via the VSC8575 Ethernet PHY; embedded IEEE 1588 protocol engine and servo via its SmartFusion2 SoC FPGA host processor; and high precision clock generation, holdover and reference switching via its ZL30363 system synchronizer. The solution is addressed via a command line interface to minimize software integration efforts. The combination of these capabilities makes the new solution ideal for applications within the industrial networking, smart grids, communications, defense and data center markets. Depending on the applications holdover and reliability requirements, either an XO, TCXO or OCXO can be used to provide holdover supported by the IEEE 1588 timing synchronization module.
According to a 2017 GNSS Market Report, issue 5, the timing capability offered by satellite navigation systems is at the core of most vital infrastructures; telecom networks operation, energy distribution, financial transactions and TV broadcast are some examples of areas where a global navigation satellite system (GNSS) is used for timing or synchronization purposes. The annual shipments of GNSS devices used in the timing and synchronization market will exceed 300,000 units in 2017 and are expected to grow at a compound annual growth rate (CAGR) of 5.3 percent over 2017-2025. Catering to this growth opportunity, Microsemi’s new IEEE 1588 timing synchronization module is designed specifically for such applications, which require much more precise timing, including base stations and small cell markets for 5G, 4G, 4G LTE, LTE-Advanced, microwave and millimeter wave based fixed wireless networks, smart grids and secure edge networks.
Other key features of Microsemi’s new IEEE 1588 timing synchronization module include:
- High accuracy timestamping of less than 4 nanoseconds
- Frequency and phase synchronization
- Holdover with initial accuracy of <1ppb and long-term holdover of 1.5µs over 24 hours using the appropriate performance OCXO
- Hitless reference switching
- Precision frequency and phase control
- Multiple profiles, including IEEE 1588-2008 Annex J.3 End-to-End
- IEEE 1588-2008 Annex J.4 Peer-to-Peer
- IEEE C37.238-2011 Power Profile
- ITU-T G.8275.1 Telecom Profile for Phase
- ITU-T G.8265.1 Telecom Profile for Frequency
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