Shelf Registration leads to Buy-Out:
Xicor, Inc. Files Universal Shelf Registration Statement with SEC
Monday February 23, 5:43 pm ET
MILPITAS, Calif.--(BUSINESS WIRE)--Feb. 23, 2004--Xicor, Inc., (Nasdaq:XICO - News) a leading supplier of high performance analog and mixed-signal integrated circuits today announced that the company has filed a universal shelf registration statement with the Securities and Exchange Commission.
Once declared effective by the SEC, the universal shelf registration permits the Company to sell equity or debt securities, in one or more public offerings, which together have an aggregate initial public offering price of up to $80 million.
Xicor president and CEO Lou DiNardo noted, "We believe that the universal shelf registration will provide us a benefit by increasing the flexibility of our financing activity and allowing us to take advantage of favorable conditions in capital raising transactions. The aggregate dollar amount of this registration is the amount we believe to be adequate for our capital raising needs in the next two years."
A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Intersil Corporation to Acquire Xicor, Inc.
Monday March 15, 12:04 am ET
Advances Position as a High Performance Analog Leader
MILPITAS, Calif.--(BUSINESS WIRE)--March 15, 2004--Intersil Corporation (Nasdaq:ISIL - News) and Xicor, Inc. (Nasdaq:XICO - News) today announced the signing of a definitive agreement for Intersil to acquire Xicor. With this acquisition, Intersil, a world leader in the design and manufacture of high performance analog solutions, significantly expands its portfolio of high growth, standard analog products. Under the terms of the agreement, each Xicor shareholder will receive the value of $8.00 per share in cash and 0.335 a share of Intersil common stock (equivalent to $15.58 per share of Xicor stock, based on the closing price of Intersil stock on March 12, 2004). Each Xicor shareholder may elect to receive all cash, stock, or a combination of cash and stock, subject to proration based on the total cash and shares available in the merger. This reflects an aggregate purchase price of approximately $529 million.
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The transaction combines two strong high performance analog companies and significantly strengthens Intersil's portfolio of general purpose standard analog solutions. Xicor is a leader in digital potentiometers and system management products that complement Intersil's current standard analog portfolio. Xicor also has a rapidly expanding portfolio of real time clocks, voltage references, power sequencing and display products that provide a natural extension to Intersil's leadership position in the computing power management and flat panel display markets. This will be the second analog acquisition for Intersil, which acquired Elantec Semiconductor, Inc. in May 2002.
In addition to the compelling strategic opportunity that this acquisition provides, the combined company will have a highly profitable operating model that also generates significant cash. Both companies reported strong revenue growth in 2003, and with a combined investment of 19% of sales in research and development, the combined company is well positioned to continue to outperform the analog industry. Intersil and Xicor both exited 2003 with gross margins over 56% and positive cash flow from operations. Demonstrating its ongoing commitment to improved profitability, Intersil also expects to improve its cost structure through the consolidation of the two companies. With these cost savings and excluding the impact of amortization expenses, Intersil expects the acquisition to have no impact to its 2004 earnings per share and to be accretive to its 2005 earnings per share.
"Xicor is a recognized leader in standard products for the high performance analog market," said Rich Beyer, Intersil's President and CEO. "Following the acquisition of Elantec and our divestiture of the wireless networking business, the acquisition of Xicor further solidifies our position as a pure-play high performance analog company. The addition of Xicor's exceptional management team, its deep analog expertise, and its outstanding standard analog product portfolio will greatly strengthen and diversify Intersil's position in the high margin, general purpose standard analog market. Furthermore, we believe that combining these businesses will allow Intersil to more rapidly achieve its long term profitability model."
"We are very pleased to join Intersil's team," said Lou DiNardo, Co-Chairman, President and CEO of Xicor. "This business combination will result in a very powerful value proposition to customers, investors and employees." Upon the close of the transaction, Mr. DiNardo will serve as Intersil's Executive Vice President of Standard Linear Products.
The boards of directors of both companies have unanimously approved the definitive agreement. The transaction is subject to customary regulatory approvals and a Xicor shareholder vote, and is expected to close by the end of the second quarter of calendar 2004. After the transaction, Intersil will have approximately 156 million fully diluted shares outstanding, with current Intersil shareholders owning approximately 92% and current Xicor shareholders owning approximately 8% of the combined company's shares.
Piper Jaffray & Co. served as financial advisor to Intersil on the transaction and Wachovia Securities served as financial advisor to Xicor.
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