IDT stockholders approve merger-Ameya360电子元器件采购网

IDT stockholders approve merger

发布时间：2019-01-21 00:00

作者：Ameya360

来源：electroiq

阅读量：1020

　　Integrated Device Technology, Inc. (IDT?) (NASDAQ: IDTI), a supplier of high-performance system-level analog/mixed-signal semiconductors, today announced that, at the Company’s special meeting of stockholders held on January 15, 2019, IDT stockholders voted to adopt the Agreement and Plan of Merger, dated September 10, 2018, by and between IDT and Renesas Electronics Corporation (“Renesas”, TSE: 6723), a premier global supplier of advanced semiconductor solutions.

　　Approximately 99% of all votes cast voted in favor of the adoption of the merger agreement, representing approximately 82% of all outstanding shares as of November 23, 2018, the record date for the special meeting. The final voting results for each of the proposals voted on at the special meeting of stockholders will be reported on a Current Report on Form 8-K, in accordance with the rules of the U.S. Securities and Exchange Commission.

　　Closing of the transaction remains subject to customary closing conditions and remaining regulatory approvals.

　　On December 21, 2018, IDT reported that the Committee on Foreign Investment in the United States(CFIUS) review regarding national security concerns relating to the Merger was underway and the initial 45-day review period would conclude by January 2, 2019. Due to the U.S. government shutdown that commenced in December 2018, this review period has been tolled pursuant to section 1709 of the Foreign Investment Risk Review Modernization Act of 2018, and will resume following the resumption of operations by the relevant U.S. government agencies.

　　As previously announced, the two companies have already received regulatory antitrust approval for the proposed transaction from China, Germany, Hungary, and Korea. In addition, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed acquisition expired at 11:59 p.m., Eastern time, on October 22, 2018.

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Trade news

IDT Deal Fuels Renesas Growth Ambitions

Renesas Electronics’ plan to acquire Integrated Device Technology (IDT) signals the Japanese giant’s appetite to expand well beyond the automotive sector and delve into data centers and communications. By leveraging IDT’s strengths in RF, power, sensors and real-time interconnect, Renesas will be poised to build a synergistic product/technology portfolio across its existing markets in automotive, industrial and the Internet of Things (IoT).The M&A frenzy among semiconductor companies has tapered down in the past two years. The biggest acquisition agreement in 2018 was Microchip buying Microsemi at $8.35 billion. Renesas snagging IDT at $6.7 billion is the year’s runner-up, observed Rob Lineback, senior market research analyst at IC Insights.Industry observers generally welcomed the announcement. IC Insights’ Lineback called the deal “a pretty good fit” for Renesas “with very little overlap, including the Intersil business,” which Renesas acquired a year ago. IDT likes to refer to itself “as an analog mixed-signal systems IC supplier versus an IoT or embedded solutions provider,” observed Lineback. “Renesas should benefit from IDT’s focus in sensors, signal conditioning, and actuator/motor control ICs that can fit well into its large microcontroller and automotive presence.”Renesas will pay $49 a share in cash for IDT, about a 16% premium to the U.S. company’s Monday close and 29% higher than the share price when talks were first disclosed. The total sticker price on the deal is about $6.7 billion. In a one-on-one phone interview with CEOs at Renesas and IDT, EE Times asked about some specific plans Renesas may have for IDT’s current business.Where’s the synergy in data centers?One of the new market segments IDT brings to Renesas is data centers. During the interview, Bunsei Kure, the chief executive of Renesas, acknowledged that the Japanese chip vendor, over the last few years, has been missing out on a red-hot data center market. “We should have been there,” Kure said. Although Renesas has some power management ICs (from Intersil) in data centers, the Japanese company doesn’t necessarily see a move into data centers as a key to “synergy” either on the product or technology levels. Renesas doesn’t plan to seek to enter the market of the powerful processors necessary for data centers, either. Instead, Kure said, “We will offer our support to IDT’s data center business by providing more resources.”Lineback noted that IDT's presence in data center and high computing ranges has been fueled by its DDR3 and DDR4 memory interfaces, PCI Express and other I/O solutions, and timing products.IDT in automotive, industrial and IoTIn contrast, Kure sees plenty of synergetic opportunities in automotive, industry and IoT.For example, Renesas-designed R-Car starter kits — designed to support ADAS software development — already contain two timing chips from IDT, Kure noted. “It’s a perfect match to demonstrate our direct synergy,” he said. Further, Renesas’ interest in IDT includes IDT’s expertise in RF, optical devices for 4G and 5G communication. “5G is very interesting as a standalone market,” said Kure. “But it also becomes critical for ADAS and self-driving cars.” This is because one of 5G’s anticipated applications is connected cars, especially in no-latency V2X communications.Strategic Rational behind Renesas' acquisition of IDT: Renesas plans to execute consistent acquisition strategy to strengthen its analog mixed-signal capability. (Source: Renesas)More specifically, IDT has a portfolio of millimeter wave beamformer products for 5G next-generation communications systems, thus accelerating IDT’s growth in the RF market. It also strengthens its position as a supplier of RF and millimeter wave products for wireless infrastructure. Greg Waters, president and chief executive at IDT, boasted, “5G scheduled for unveiling at Tokyo Olympics in 2020 will be driven by IDT’s RF chips.”IDT’s leading position in the global wireless power business is also well established. Acquisition by Renesas should lift IDT’s wireless charging solutions to broad adoption among car OEMs in “all types of cars in two years,” Waters predicted.Kure added that both 5G and wireless charging technologies fit well with Renesas’ IoT portfolio. Communication and wireless charging chips will become a crucial feature “in wearable, medical and monitoring devices,” he explained.Notably, IDT has been on a growth path through key acquisitions. Last year, IDT acquired optical interconnect IC vendor GigaPeak Inc., a leader in optical, RF and video transport technology.Late in 2015, IDT bought Dresden-based privately-held ZDMI. This provided IDT a foothold in the automotive sensor market, according Waters.Highlighting ZDMI’s fame in the auto and industrial segments, Lineback previously told us the ZDMI deal immediately boosted IDT's appeal. ZDMI’s high-power programmable power devices complement IDT's existing low- and medium-power devices, “creating a new industry franchise for high-performance, scalable power management solutions ideal for everything from solid state drives to data centers and 4G/5G base stations,” IDT said at the time of the announcement.China factorBoth Renesas' and IDT's CEOs don’t appear concerned about potential rejection by M&A regulators either in China or the United States.IDT today generates 36% of its revenue in China (including Hong Kong). Twenty percent of Renesas’ revenue comes from China.Kure said, “Look, our products don’t overlap.” But of course, that didn’t exactly stop China’s M&A watchdog, Mofcom, from delaying the approval process when Qualcomm tried to buy NXP Semiconductors.Asked about lessons learned from the Qualcomm-NXP debacle, IDT’s Waters said, “Each acquisition comes with a unique set of requirements.” He insisted that the Renesas-IDT situation is much different from Qualcomm-NXP. He added, “Of course, governments have the right to apply their set of requirements.”However, Waters added, both IDT and Renesas retained “very expensive legal counsels,” who have instilled them with confidence that they can close this deal.Compelling financial benefits: Renesas describes the deal as immediately and highly accretive to non-GAAP gross margin and non-GAAP EPS by approximately 1.6% points and 18% respectively (Source: Renesas)Can Renesas/IDT match TI?Waters painted a picture of the combined Renesas/IDT claiming a unique space within a global semiconductor business in which sales are expected to exceed $460 billion in 2018. “We are neither in a big microprocessor business like Intel is, nor in a memory business like Samsung is today,” said Waters. “We are in the embedded microcontroller business with mixed signal chips — in which we will become a new global champion.”Asked if Texas Instruments is already the leader in the particular segment he referred to, Waters acknowledged, “OK. You’re right, this isn’t exactly a new category of the semiconductor industry, and we are much smaller than TI.”Waters explained that the IDT’s robust success in growth margin and growth rate — both well above the semiconductor industry average — lends momentum to Renesas/IDT team. “We have a chance to lead this segment," he said. Renesas goes into Lidar business?While not central to the Renesas-IDT deal, IDT’s on-going partnership with LeddarTech to develop the lidar company’s new LeddarCore IC for mass-market solid-state lidars affords Renesas/IDT a good chance in the solid-state lidar market. With IDT’s optical technology, Renesas’ microcontroller expertise, IDT’s experience in designing custom circuits for LeddarTech, “We will have all the elements necessary” to go after and design solid-state lidars, explained Waters.

2018-09-13 00:00 阅读量：2104

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