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RF
Micro Devices announces agreement to purchase Resonext
communications, Inc.
Expected
Benefits Of Proposed Acquisition:
- Significantly
Increases RFMDs Total Addressable Market
- Complements
RFMDs Rapid Growth In 802.11b Wireless Local Area Network
(WLAN) Products
- Provides
RFMD Complete 802.11a And Multi-Band/Multi-Protocol WLAN Products,
Development Expertise And Engineering Resources
- Leverages
RFMDs Customer Base, Product Portfolio, Power Amplifier
Expertise, Flexible Business Model And Low-Cost, High Volume Silicon
Manufacturing
Greensboro,
NC, October 15, 2002 RF Micro Devices, Inc. (Nasdaq:
RFMD), a leading provider of proprietary radio frequency integrated
circuits (RFICs) for wireless communications applications, today
announced it has agreed to purchase Resonext Communications, Inc.,
a privately held company providing complete, highly integrated CMOS
WLAN solutions for 802.11a and multi-band (802.11a/b/g) platforms.
The acquisition of Resonext would significantly expand RFMDs
total addressable market, complement the Companys growing
presence in 802.11b products and leverage the Companys expertise
in multi-standard power amplifiers (PAs). Resonexts product
portfolio focuses on 802.11a and emerging multi-band WLAN technologies
(802.11a/b/g). Recently, Resonext announced the production of its
first 802.11a chipset and the introduction of a multi-band chipset
for 802.11a/b/g applications. The 802.11a/b/g chipset consists of
two chips: a dual-band CMOS radio and a multi-protocol baseband/MAC
chip. RF Micro Devices currently has a complementary offering of
radio and baseband components for 802.11b applications. Industry
analysts forecast the WLAN integrated circuits market will grow
to more than $1 billion in 2006 and will be comprised of an increasing
percentage of 802.11a and multi-band products.
Jerry Neal, executive vice president of marketing and strategic
development, said, Our goal is to become the leading provider
of WLAN chipsets. We surveyed the WLAN market and did not find a
company more complementary to ours than Resonext. The acquisition
would bolster our presence in the 802.11b market and increase our
total addressable market to include 802.11a and dual-band offerings,
as well as a media access controller (MAC). Additionally, we expect
the acquisition to accelerate our roadmap to a/b/g multi-band chipsets
and provide us with key technologies for the development of emerging
multi-mode applications for handsets and other markets. We expect
these strengths, when combined with our current competitive advantages
in WLAN and our advanced PA capabilities, will enable RFMD to continue
to grow share in 802.11b and quickly build a foothold in the 802.11a
and multi-band markets.
David Tahmassebi, president and chief executive officer of Resonext,
said, Were excited about the strategic and cultural
fits of this transaction. RFMD is a proven supplier in the handset
and WLAN markets with world-class design and manufacturing capabilities.
We see immediate synergy with RFMDs 802.11b product offerings
and their proven expertise in multi-standard power amplifiers. We
look forward to expanding our product portfolio and customer base
in the near-term, and we believe our unique technology and combined
product roadmaps will position RFMD to become the leading provider
of WLAN chipsets.
RFMD
has agreed to issue $133 million in stock, subject to a collar on
RFMDs stock price of between $6.00 and $9.50 per share, for
all the outstanding shares of capital stock of Resonext, including
the shares issuable upon exercise of outstanding warrants and employee
stock options. The number of shares to be issued by RFMD will be
determined when the transaction is closed (based on a trailing 20-trading
day average price). The minimum number of shares to be issued by
RFMD will be 14.0 million (equivalent to $9.50 per share) and the
maximum number of shares will be 22.2 million (equivalent to $6
per share). The transaction is subject to the approval of Resonext's
shareholders and other closing conditions and is expected to close
during RFMDs current fiscal quarter ending December 31, 2002.
RFMD anticipates Resonext will have a cash balance of approximately
$30 million at the time of the closing, and the transaction is expected
to be accretive on a GAAP basis within 12 months of closing. RFMD
expects to incur one-time acquisition charges and subsequent amortization
expenses related to the transaction, and the Company will detail
these expenses upon closing.
RF
Micro Devices began volume shipments of 802.11b components in the
March 2002 quarter. Since then, the Company has achieved the number
two market position in transceivers and has grown WLAN revenues
to an annualized run rate exceeding $30 million. RF Micro Devices
estimates its WLAN transceivers, which are a primary component of
the Companys flexible product offerings, are currently included
in greater than 20% of WLAN devices. RF Micro Devices intends to
leverage this customer base and flexible business model to accelerate
the market acceptance of Resonexts innovative products. Additionally,
RFMD plans to utilize the technology and engineering resources acquired
to design multi-mode products integrating WLAN and handset functionality.
Manufacturers of handheld devices seek lower power consumption and
reduced bill-of-material (BOM) costs, both of which are enabled
by the higher levels of integration of Resonexts CMOS product
offerings.
In
addition to innovative products and a growing customer base, Resonext
provides RF Micro Devices the systems and software expertise and
advanced modeling expertise in RF CMOS technology. Accordingly,
Resonexts product line is expected to benefit from RFMDs
strategic relationships with suppliers for low cost, high-volume
silicon manufacturing. On September 30, 2002, RFMD announced a strategic
relationship for silicon manufacturing and development with Jazz
Semiconductor. Under the arrangement, RFMD will obtain a guaranteed,
lower cost source of supply for wafers fabricated utilizing Jazz
Semiconductors manufacturing processes, including silicon
germanium (SiGe), bipolar complementary metal oxide semiconductor
(BiCMOS) and RF CMOS.
Resonext
employs over 90 people, including 70 engineers 90% of whom
hold advanced degrees. The company has filed 23 advanced wireless
technology patents and its flagship product, the RN5200 chipset
family, was chosen as the RF Product of the Month by
the editors of RF Design magazine in January, 2002. The Company
has several design wins for the RF5200 chipset and its customers
include Taiyo Yuden, a $1.3 billion component manufacturer.
About
802.11
802.11
technology is comprised of multiple standards that operate in different
radio frequencies. 802.11b, the most commonly used standard, operates
in the 2.4 GHz frequency range and provides for a data rate of up
to 11 Mbps. By comparison, 802.11a operates in the 5 GHz frequency
range and provides for a maximum data rate of 54 Mbps. A third standard
under development, 802.11g, will operate in the 2.4 GHz frequency
range and provide for a maximum data rate of 54 Mbps.
About
Resonext
Resonext
provides highly integrated two-chip CMOS solutions for 5GHz and
dual band WLAN platforms. The combination of Resonexts single-chip
Zero IF CMOS radio architecture, AccuChannel technology and
flexible MAC software provide Original Equipment Manufacturers (OEMs),
Original Development Manufacturers (ODMs), and enterprise and consumer
WLAN system providers with decreased bill of material costs, low
power consumption, high performance and flexibility. Resonexts
flagship product, the Resonext RN5200, is an end-to-end two-chip
WLAN turnkey solution with Zero IF implementation. Founded in 1999
by David Tahmassebi and Morteza Saidi, Resonext is headquartered
in San Jose, California. The company has secured $68.5 million in
funding to date from leading investors, including Bessemer Venture
Partners, Norwest Venture Partners, Oak Investment Partners, INVESCO
Private Capital and WK Technology Fund. For more information, visit
www.resonext.com
RF
Micro Devices is hosting a conference call at 5:00 p.m. (ET) today,
October 15, 2002, to discuss fiscal 2003 second quarter results,
comment on the Companys outlook and discuss the proposed Resonext
transaction. The conference call will be broadcast live over the
Internet and can be accessed by any interested party at www.streetevents.com
or www.rfmd.com .
RF
Micro Devices, Inc., an ISO 9001-certified manufacturer, designs,
develops, manufactures and markets proprietary radio frequency integrated
circuits (RFICs) primarily for wireless communications products
and applications such as cellular and PCS phones, base stations,
wireless LANs, and cable television modems. The Company offers a
broad array of products including amplifiers, mixers, modulators/demodulators,
and single-chip receivers, transmitters and transceivers
representing a substantial majority of the RFICs required in wireless
subscriber equipment. The Company's strategy is to focus on wireless
markets by offering a broad range of standard and custom-designed
RFICs in order to position itself as a "one-stop" solution
for its customers' RFIC needs. RF Micro Devices, Inc. is traded
on the Nasdaq National Market under the symbol RFMD. For more information
about RFMD, visit our website at www.rfmd.com.
This
press release contains forward-looking statements that relate to
RF Micro Devices' plans, objectives, estimates and goals. Words
such as "expects," "anticipates," "intends,"
"plans," "projects," "believes," and
"estimates," and variations of these words and similar
expressions, identify these forward-looking statements. RF Micro
Devices business is subject to numerous risks and uncertainties,
including variability in quarterly operating results, the rate of
growth and development of wireless markets, risks associated with
the operation of wafer fabrication facilities, its ability to manage
rapid growth and to attract and retain skilled personnel, variability
in production yields, raw material availability, manufacturing capacity
constraints, dependence on a limited number of customers and dependence
on third parties. These and other risks and uncertainties, which
are described in more detail in RF Micro Devices most recent
Annual Report on Form 10-K filed with the Securities and Exchange
Commission, could cause actual results and developments to be materially
different from those expressed or implied by any of these forward-looking
statements.
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