e.Digital Corporation (fka EDIG)

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OT-Patriot-Edig sister company-News

PTSC Signs Letter of Intent to Acquire Aspect SemiQuip International; Benefits Include Sales Revenue and Positioning for MEMS Market

SAN DIEGO, Feb 12, 2002 (BUSINESS WIRE) -- PTSC (Patriot Scientific Corp.)(OTCBB: PTSC) has signed a Letter of Intent to acquire Aspect SemiQuip International (ASI), a private, closely-held manufacturer of capital equipment used in the production of semiconductor chips.
The acquisition is subject to negotiation of a definitive agreement, completion of further due diligence, and final approval by the boards of directors of the two companies. Although the purchase price has not been announced, the Letter of Intent provides for PTSC to pay for 100% of the issued and outstanding stock of ASI with a combination of cash, installment note and preferred stock. Upon completion of the acquisition, scheduled for March 15, 2002, the parties intend that ASI will continue to conduct business from its existing 25,000 square foot facilities near Phoenix, Arizona and it's 8,000 square foot facility near Dallas Texas, as a wholly-owned subsidiary of PTSC. No changes in ASI management or employees are anticipated.

Commenting on the announcement, Donald Bernier, Chairman and CEO of PTSC, said, "The ASI customer base is spread throughout North America, Asia, and Europe. Their sales revenues exceeded $17 million in year 2000, declined with the rest of the industry to just over $8 million in 2001, and are expected to rebound as the industry recovers this year. The names on their customer list are companies known internationally as the world's leading chip makers, including AMD, ST Microelectronics, Texas Instruments, Motorola, and Philips Semiconductor, to name a few."

"What's more," Bernier continued, "they are about to beta test a proprietary ultra-deep-etch product line that has characteristics we believe will be well suited to meet the needs of companies making chips for the fast developing Micro Electro Mechanical Systems (MEMS) market, which PTSC is positioning itself to address. This blend of customer companies, sales revenue and suitability to the emerging MEMS market will fit very well with PTSC's business model as we proceed with licensing our patented technologies."

Douglas N. Dixon, founder and CEO of ASI, stated: "We are excited about the prospects of teaming up with PTSC in what we feel will be a win/win relationship for the benefit of both companies. Many of our customers are or likely will be producing chips being used in products and markets addressed by PTSC's intellectual property, to which an industry expert has assigned a fair market value of $187 million. The combination of our assets and resources with those of a publicly held company like PTSC should be quite synergistic. We intend to maintain the high standards of quality and service on which our reputation is based as we continue to work toward our goal of increased sales and market share, all of which we expect will be a significant contribution toward creating added value for the shareholders of PTSC."



About PTSC

Founded in 1987, PTSC is an Intellectual Property (IP) company that develops, markets and enables innovative technologies to address demand in fast growing markets such as: wireless devices, mobile devices, appliances, home gateways, set top boxes, entertainment, automotive and industrial controllers. PTSC's innovative IP licensing approach allows for rapid product introduction with exceptional power, performance and cost characteristics that are crucial to next generation mobile and Internet devices - a $39 billion dollar a year market. For more information on PTSC, visit http://www.ptsc.com.


About ASI

Founded in 1990, Aspect SemiQuip International is currently recognized as the industry's largest independent supplier of total aftermarket support for the line of plasma etch systems originally manufactured by Lam Research Corporation under the product names of Auto Etch, Rainbow and TCP, which are trademarks that are the property of Lam Research Corporation. The ASI product line includes new, re-engineered and re-manufactured plasma etch systems, the company's own proprietary upgrades and a range of consumables geared toward this market niche. For more information on ASI, visit http://www.aspectsemiquip.com
Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: Statements in this news release looking forward in time involve risks and uncertainties, including the risks associated with the effect of changing economic conditions, trends in the products markets, variations in the company's cash flow, market acceptance risks, technical development risks, seasonality and other risk factors detailed in the company's Securities and Exchange Commission filings.



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Shayne Payne / Dian Griesel
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KEYWORD: CALIFORNIA
INDUSTRY KEYWORD: COMPUTERS/ELECTRONICS
HARDWARE
MANUFACTURING
SOURCE:
PTSC