Cadence bulks up IP business with $380m Tensilica buy

Contact: Thejeswi Venkatesh, John Abbott

Cadence Design Systems on Monday reached for configurable silicon intellectual property vendor Tensilica for $380m in cash. Not only is this Cadence’s biggest acquisition, it is also paying the highest valuation in its M&A history. Tensilica generated $44m in sales in 2012, valuing the company at 8x trailing sales. The purchase bulks up Cadence’s IP business, pushing it over the $100m mark. Previous IP acquisitions include Denali Software in May 2010 (for verification IP) and Cosmic Circuits just last month (for silicon IP).

Its exit did not come easy for Tensilica. The IP core vendor raised roughly $100m in six funding rounds in its 16-year history. Investors include Foundation Capital, Altera and Cisco, among others. Tensilica makes money through license fees for its IP and also via royalties on unit volumes its customers sell. The company’s client list includes marquee tech names such as Intel, Broadcom, Cisco and Samsung. Qatalyst Partners advised Tensilica on the transaction.

Tensilica’s data-plane-processing units are programmable and allow customers to develop customized system on a chips (SoCs) and differentiate themselves in the mobile and wireless network infrastructure markets. These IP cores are complementary to standard processor architectures from companies like ARM Ltd, a fact highlighted by a quote in the PR from the microprocessor provider itself. Potential overlap between ARM and the EDA giants as they move further into the silicon IP and SoC business is a sensitive point.

The deal comes just four months after rival MIPS Technologies sold itself to Imagination Technologies and Allied Security Trust for a combined $450m. CEVA, which unsuccessfully bid for that business against Imagination, is now the last remaining stand-alone company. Its revenue for 2012 dipped to $54m, down 11% compared with $60m in 2011. Cadence’s larger competitor Synopsys has been buying into silicon IP steadily since the acquisition of Virage Logic for $315m in June 2010. Virage had previously acquired ARC International for its configurable IP, a more direct rival to ARM. Both Cadence and Synopsys are looking to take advantage of faster growth rates beyond their mature EDA tools businesses.

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Sierra Wireless sells AirCard business to NETGEAR for $138m

Contact: Tejas Venkatesh

NETGEAR is acquiring Sierra Wireless’ AirCard business for $138m in cash, adding external modems that it will sell to mobile network operators such as Sprint and AT&T. AirCard modems plug into PC Card slots or USB ports in laptops and other electronic devices to help them connect to the Internet through cell phone networks. NETGEAR will use its global distribution capabilities to increase sales of AirCard products in emerging markets, while allowing Sierra to focus on machine-to-machine (M2M) connectivity for the ‘Internet of things’ future.

The AirCard business generated revenue of $247m in 2012, giving the deal a valuation of 0.6x trailing sales. The ho-hum valuation reflects the low-margin profile of the business as well as declining sales. According to Sierra’s regulatory filings, the AirCard business has shrunk every year since 2008, when it generated revenue of $409m. However, most of the future growth lies in parts of the emerging markets, where cell phone networks are the only way to access the Internet, due to a lack of wired infrastructure.

In its conference call, Sierra made clear that it intends to deploy the proceeds from the sale toward M2M acquisitions. That is consistent with the direction of its previous M&A activity. In December 2008, Sierra acquired Wavecom for $277m for its GSM/GPRS, CDMA, EDGE and 3G Wireless CPUs. More recently, last June Sierra purchased Sagemcom’s M2M business for $56m, adding 2G, 3G, GPRS and EDGE wireless semiconductors.

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Fortinet acquires CDN software startup XDN

Contact: Tejas Venkatesh

Unified threat management vendor Fortinet has acquired four-year-old startup XDN, adding software that is used for building and managing CDNs. The deal helps Fortinet closely tie its security and WAN optimization services with content acceleration software from XDN, thereby providing a distributed, cloud-based approach to adapt effectively to disruptive attack traffic.

Fortinet’s move comes as companies like Akamai have fortified their security lineups with cloud-based Web application firewall and other related services. Fortinet did not disclose terms of the deal. In fact, it was XDN that announced the transaction in a blog post, almost a month after my colleague Jim Davis wrote about the deal. XDN raised about $7m in funding from Storm Ventures and Canaan Partners. For a full report on the acquisition, click here.

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It’s war over MIPS Technologies

Contact: Tejas Venkatesh

The bidding war over mobile and embedded chip IP company MIPS Technologies continued Tuesday as CEVA upped the ante again, offering $90m for the operating business of MIPS. The topping bid came just one day after Imagination Technologies raised its offer to $80m. MIPS will give CEVA a boost in its existing markets and a chance to extend into system-on-chip products from simple digital signal-processing (DSP) cores, which aren’t seeing much growth.

CEVA’s latest offer is a 50% premium to Imagination’s initial agreement with MIPS three weeks ago. The current round of bidding values the company at 1.1x trailing sales. MIPS is a solid fit for either suitor. While CEVA is motivated by declining prospects in its core single-function DSP market, MIPS will help Imagination better compete with ARM Holdings. There is little overlap with their products and customers, and the deal will help Imagination enter brand-new niches in networking and infrastructure. MIPS is also already directly supported by the Android OS.

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Imagination faces challenge over MIPS bid from CEVA

Contact: John Abbott

It may not be all done and dusted for the proposed acquisition of semiconductor IP company MIPS Technologies by Imagination Technologies, as MIPS has received an unsolicited better offer. CEVA, one of the oldest developers of licensable IP cores for communications, mobile handsets and multimedia, is offering $75m, compared with the $60m Imagination put on the table.

This shouldn’t affect the separate deal MIPS put in place to sell its patents for $350m to Bridge Crossing, an acquisition vehicle formed by patent consortium Allied Security Trust. What CEVA is bidding for is the operating MIPS business (with $83m in revenue and 160 employees), plus full licensing rights to the MIPS architecture, including just those patents directly related to MIPS products.

From a product portfolio perspective, CEVA is a very good fit for MIPS. Formed in November 2002 by the merger of two veteran chipmakers, DSP Group and Parthius Technologies, CEVA has focused steadily on developing and licensing digital signal-processing (DSP) cores for mobile, consumer and networking devices. Having shipped one billion CEVA-powered devices in 2011, it is one of the major suppliers of DSPs alongside much larger rivals such as Texas Instruments and Freescale. Its 200 licensees include Broadcom, Intel, Samsung, Sony, ST-Ericsson and Toshiba.

Given all that, it’s something of a shock to see that CEVA’s recently announced revenue for Q3 2012 was just $12m, down 19% compared with the same quarter last year. CEVA says the economic climate impacted licensing revenue but claims robust demand for DSPs to be used in next-generation products. It also claims to be making significant inroads into the lucrative 3-D smartphone space, with design wins from Huawei, Lenovo, Samsung and ZTE. And while CEVA may be smaller than MIPS in terms of revenue, it does have $156m of cash in the bank and no debt.

There’s little growth nowadays in sales of single-function DSP devices, although demand for DSP capabilities isn’t going away – it’s just becoming embedded in broader devices, such as system-on-chip (SoC) products. Hence the motivation behind CEVA’s bid for MIPS, which, despite a fairly late start in the SoC device sector compared with its primary rival ARM Holdings, has at least been pushing in that direction since 2006. Combining with MIPS would give CEVA a boost in its existing markets and a chance to broaden out from simple DSPs. Imagination, whose shares fell 3% on the news, may well come back with a revised offer of its own.

ASML acquires Cymer to accelerate next-gen manufacturing technology

Contact: Thejeswi Venkatesh

Dutch company ASML Holding, which supplies lithography systems to chip manufacturers like Intel and Texas Instruments, has announced the acquisition of its own supplier Cymer for $2.5bn. ASML integrates Cymer’s light sources into its lithography tools, which it then sells to chipmakers.

ASML says the acquisition accelerates the development of next-generation manufacturing technology, which is needed to create energy-efficient microchips with more functions at a lower cost. The deal comes just three months after Intel invested $4.1bn in ASML to speed the development of advanced manufacturing tools.

Cymer shareholders will receive $20 in cash and 1.1502 ASML shares, valuing each Cymer share at $81.60, which is their highest-ever price. It’s also an eye-popping 70% premium over the company’s Tuesday close, and values it at 4.3 times trailing sales. On the announcement and a relatively weak financial outlook, ASML stock dipped 8% on heavy trading.

The deal is only ASML’s second and largest ever, according to The 451 M&A KnowledgeBase. In December 2006, ASML bought EDA tools vendor Brion Technologies for $270m.

FormFactor acquires MicroProbe to push into SOC wafer testing

Contact: Thejeswi Venkatesh

Two years after unsuccessfully suing competitor MicroProbe for patent infringement, FormFactor on Tuesday announced that it would acquire the Flywheel Ventures-backed company for $100m in cash and $16.8m in stock.

Both companies design and manufacture semiconductor wafer test probe card systems, which are used by semiconductor manufacturers to test wafers before they are cut up into individual chips. The deal helps memory market-focused FormFactor diversify its revenue base and shore up its presence in the growing system on a chip (SOC) market, where MicroProbe has a significant presence.

FormFactor’s DRAM memory segment, which constitutes more than two-thirds of its revenue, declined 12% in 2011 due to an oversupply of memory devices and a resulting reduction in demand for its probe cards. That decline hurt its stock price, which is now at its lowest point ever. On the other hand, its SOC segment fared better, driven by the proliferation of complex processor-like devices powering PCs, tablets and other mobile connectivity. FormFactor’s SOC segment, which currently constitutes 15% of its business, grew 6% in 2011. For its part, MicroProbe has grown its sales robustly, going from $60m in calendar year 2010 to $98.1m for the 12 months ended June 30, 2012.

The transaction values MicroProbe at 1.2 times trailing sales, right in the ballpark of similar deals. For comparison, we could look at Advantest’s acquisition of Verigy for 1.5 times sales in December 2010. Needham & Company, which advised MicroProbe on its $26m sale to Flywheel Ventures in 2008, advised FormFactor on the purchase. Morgan Stanley banked MicroProbe.

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Cypress squeezes a bit hard in its bear hug

Contact:  Thejeswi Venkatesh, Ben Kolada

Having increased its offer to buy rival Ramtron International once already, Cypress Semiconductor may have to get ready to do so again. Ramtron’s board unanimously rejected Cypress’s latest bid of $2.68 per share, claiming the deal undervalued the company. Investors continue to agree with Ramtron. Shares of the Colorado Springs, Colorado-based company have consistently traded above Cypress’s unsolicited offer, closing at $3.08 Thursday. That’s about 15% higher than the raised bid.

Cypress’s new offer values Ramtron at 1.4 times trailing sales, only a smidgen above the 1.3 times valuation Ramtron received in Cypress’ initial bid. In comparison, Cypress’s revised offer is also far below its own valuation of about 2.2x trailing revenue.

If Cypress doesn’t come up with a topping bid, it risks losing Ramtron to a competitor. There are already other obvious suitors – most notably STMicroelectronics and Atmel – that have shown both the ability and willingness to make sizable acquisitions. STM ended the March quarter with $1.9bn in cash on its balance sheet while Atmel ended it with $299m. In February 2008, Atmel bought microcontroller designer Quantum Research Group for $88m while STM’s biggest deal to date was its purchase in April 2008 of NXP Semiconductors’ wireless semiconductor business for $1.5bn.

Micron acquires bankrupt Elpida to consolidate DRAM market

Contact: Thejeswi Venkatesh, John Abbott

Micron Technology on Monday announced its largest acquisition – the $2.5bn purchase of Japanese rival Elpida Memory. The announcement comes five months after Elpida filed for bankruptcy, with a whopping $5.6bn of debt on its balance sheet. Under terms of the agreement, Micron will pay $750m for all of Elpida’s equity and $1.75bn over seven years in interest-free installments to the firm’s creditors.

Micron hopes that its consolidation move will help stabilize DRAM supply, while also strengthening its product reach into new areas. In particular, it will be targeting mobile DRAM for smartphones and tablets, which command higher market prices. Elpida has a strong product portfolio in this area and is a key supplier for Apple.

The industry-wide decline in prices due to oversupply has troubled all DRAM players, including Elpida. But Micron’s DRAM unit has fared better than most. While Elpida suffered a $1.2bn loss on $4bn in sales in 2011, Micron’s DRAM unit generated a profit of $290m on $3.2bn in sales.

The combined company will create the second-largest DRAM player, behind only Samsung, but ahead of number three player SK Hynix. By Micron’s calculations, these three vendors will control up to 90% of the $30bn memory chip market. Most of the remaining 10% is held by three smaller Taiwanese players: Nanya Technology (owned by Formosa Plastics), ProMOS Technology and Winbond Electronics. All of these smaller companies are currently losing money. Micron already holds a 40% stake in another struggling player, Inotera Memories, in which Nanya also holds a 26% stake.

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U-Blox acquires Cognovo in LTE chip push

Contact: Thejeswi Venkatesh

U-Blox has announced the acquisition of UK-based software-defined-modem designer Cognovo for $16.5m in cash. Switzerland-based U-Blox, best known for designing GPS receiver modules, will combine baseband chip technology from Cognovo with the 4G stack from 4M Wireless, a company it bought in April for $9m. The combined technology will further its push toward gaining market share in LTE chips. Growthpoint Technology Partners advised Cognovo.

Cognovo was founded in early 2009 and is based in Cambridge. Shortly after its founding, chip giant ARM Holdings handed over its Vector Signal Processor (VSP) technology to Cognovo in exchange for a 15% equity stake in the company. ARM also provided convertible debt financing to Cognovo and held a seat on the target’s board.

In recent months, the explosion in smartphones has set off a race for spectrum that has resulted in the fragmentation of frequency bands and wireless technologies. Each band requires specific chip and antenna support, making it difficult for phone manufacturers like Apple and Samsung to support all bands without compromising on cost and performance.

Cognovo helps overcome this problem by defining wireless modem functionality in the form of a software program that is independent of hardware design. To help meet mobile phone power-consumption requirements, Cognovo uses VSP, which provides an architecture and instruction set that is optimized for wireless algorithms.