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Gennum Signs Definitive Agreement to Acquire Tundra Semiconductor

March 19, 2009
    Cdn$86 million transaction combines two leading, high tech Canadian
    companies increasing global market presence and scale to deliver more
    differentiated products

BURLINGTON and OTTAWA, ON, March 19 /PRNewswire-FirstCall/ – Gennum Corporation (TSX: GND) and Tundra Semiconductor Corporation (TSX: TUN) today announced they have entered into a definitive agreement providing for the acquisition by Gennum of all of the issued and outstanding shares of Tundra, a supplier of system interconnect products and intellectual property (IP) to the world’s leading communications, computing and storage companies. The transaction, which is valued at approximately Cdn$86 million, adds new digital switch and bridge products and functionality to Gennum and builds on Gennum’s growth strategy of extending its high-speed signal integrity expertise and solutions to a broader set of markets.

    The transaction is expected to result in a number of benefits for the
combined business, including the following:

    -   Added scale and increased market presence in an expanded,
        US$1.9 billion total addressable market

    -   A strongly positioned business in signal integrity, bridges and
        switches using RapidIO(R), VME, SDI and HDMI standards, as well as in
        PCI Express(R) (PCIe)

    -   Increased global customer base and stronger existing customer
        penetration with broadened product portfolio

    -   Expanded sales and distribution network in key growth regions such as
        Asia and China

    -   Increased research and development capacity to develop more
        differentiated new products faster

    -   Expected cash synergies of approximately US$10 million

    -   Based on synergies, expected to be accretive this fiscal year,
        excluding one-time costs

    -   Strong cash position on completion of the transaction

The purchase price payable by Gennum for each Tundra common share will be, at the election of the holder, Cdn$4.43 in cash or 1.1575 common shares of Gennum (“Gennum Shares”) or a combination thereof, subject to pro ration as discussed below. Based on 19,326,053 Tundra current outstanding common shares, in aggregate, a total of $55 million cash and 8.0 million common shares of Gennum will be issued to holders of Tundra common shares. Based on Gennum’s five day volume weighted average share price on the Toronto Stock Exchange ending on March 18, the total consideration values Tundra at Cdn$4.43 per share, a 48% premium to Tundra’s volume weighted average share price on the Toronto Stock Exchange over the same period.

Expansion of Signal Integrity Capability to Accelerate Growth Strategy

Over the past 18 months, Gennum has focused on strengthening and broadening its high-speed signal integrity portfolio by adding higher levels of digital functionality and integrating features that allow more complex, high-speed signal transport capabilities. The strategy has been successfully pursued by Gennum in the video broadcast market, where the company’s solutions have been positively received. Gennum believes that by combining the digital expertise, application knowledge and high-speed interconnect products of Tundra with its high-speed signal integrity portfolio and IP, Gennum will accelerate its ability to provide solutions with more integrated functionality to a broader set of markets such as telecommunications, computing and storage.

“Through the acquisition of Tundra, Gennum is positioned to achieve its strategic and financial objectives more quickly and accelerate the development of highly differentiated, high-speed interconnect and signal integrity products,” said Dr. Franz Fink, President and Chief Executive Officer of Gennum. “We believe that Tundra’s strong position with leading communications systems OEMs, particularly in the telecommunications market, as well as its global sales network and foundation of talented employees, will increase Gennum’s ability to provide more, high value products to a broader set of markets and will result in increased opportunities for the combined company to grow its business.”

Gennum anticipates that, when completed, the transaction will augment Gennum’s global sales and channel network, and will enable Gennum to leverage Tundra’s customer relationships in high-growth regions such as Asia and China. Gennum also expects that the acquisition of Tundra will strengthen and accelerate Gennum’s technology and product development effort, by significantly expanding research and development resources and combining critical high-speed mixed signal and advanced digital design talent.

“We believe that the acquisition of Tundra will create a much stronger combined company, capable of expanding the served markets and applications for our products,” said Daniel Hoste, President and Chief Executive Officer of Tundra. “By integrating our recognized expertise in high-speed digital products and technologies, talented employees, and extensive sales networks, with Gennum’s organization we will increase shareholder value and create new opportunities for the long-term success. Combined, we believe we will create a formidable competitor that is well positioned in high-speed interconnect markets that require signal integrity.”

Gennum expects that cash synergies of approximately US$10 million can be realized following the completion of the transaction beginning in the current fiscal year resulting from increased efficiencies in all areas of operations. The acquisition is anticipated by Gennum to be accretive to earnings this fiscal year, excluding one-time costs.

    Stronger Product Portfolio Expected to Support Near-Term and Long-Term
    Growth

Gennum expects that the combined portfolio and capabilities of the Gennum and Tundra offerings will deliver highly differentiated high-speed mixed-signal and interconnect products that capture a greater portion of the silicon content in applications such as wireless, wireline infrastructure, industrial, medical, server and storage equipment. Furthermore, by leveraging Gennum’s advanced high-speed interconnect IP, Gennum believes it can more quickly bring to market new products that support industry-pervasive protocols such as PCI Express, Serial ATA/SAS, USB, DisplayPort, HDMI, 10 Gigabit Ethernet, Fibre Channel, SONET and RapidIO. As data rates extend to 40 Gb/s and 100 Gb/s and beyond, Gennum believes that it is well positioned for the long term, giving customers a compelling roadmap of high-performance solutions with signal integrity, with increased functionality that reduces their overall system cost, improves performance and accelerates their time to market.

“We believe that this is a true win-win for both Tundra and Gennum customers,” continued Dr. Fink. “The combined portfolio will enable us to offer a broader set of solutions today, and, we anticipate, to deliver more integrated signal integrity and interconnect products in the future. We believe the combination of Tundra and Gennum’s technology expertise will allow customers to streamline their supply chain, reduce their time-to-market and cost, and successfully meet future performance demands, from 3 Gb/s SDI to 5 Gb/s USB and Rapid IO and PCIe to 16 Gb/s Fibre Channel to 100 Gb/s Ethernet and beyond.”

About the Transaction

Pursuant to the terms of the transaction, which is to be completed as a plan of arrangement under the Canada Business Corporations Act, the purchase price payable by Gennum for each Tundra common share will be, at the election of the holder, Cdn$4.43 in cash or 1.1575 common shares of Gennum (“Gennum Shares”) or a combination thereof, in each case subject to pro ration. In aggregate, a maximum total of Cdn$55 million in cash and 8.0 million common shares of Gennum will be payable to holders of Tundra common shares (“Tundra Shares”) pursuant to the transaction. In the event that holders of Tundra Shares elect, in the aggregate, to receive more than 8.0 million Gennum Shares, the amount of Gennum Shares to be received by each holder of Tundra Shares who has elected to receive Gennum Shares will be reduced pro rata, with the balance of the purchase price for such Tundra Shares being paid in cash. In the event that holders of Tundra Shares elect, in the aggregate, to receive more than Cdn$55 million in cash, the amount of cash to be received by each holder of Tundra Shares who has elected to receive cash will be reduced pro rata, with the balance of the purchase price for such Tundra Shares being paid in Gennum Shares. Assuming full pro ration, the result would be a purchase price payable by Gennum of Cdn$2.85 in cash and 0.4139 Gennum Shares for each Tundra Share.

The transaction was unanimously approved by the Board of Directors of both companies (Mr. Shlapak, a member of both Boards, did not participate in the decision of either Board). Members of the Board of Directors and senior management of Tundra have entered into a voting support agreement pursuant to which they have agreed to support, and vote in favour of, the transaction. The Tundra Board of Directors, acting on the unanimous recommendation of the Special Committee of the Tundra Board of Directors (comprised of independent directors), has unanimously determined that the purchase price payable to Tundra shareholders is fair and that the transaction is in the best interests of Tundra, has approved the transaction and has recommended that Tundra shareholders vote in favour of the transaction. The transaction is subject to satisfaction of a number of closing conditions, including the receipt of required regulatory approvals (including of the Toronto Stock Exchange) and Court approvals and the approval of shareholders of Tundra holding at least two-thirds of the common shares of Tundra represented at a special meeting of shareholders of Tundra to be called to consider the transaction. The definitive agreement contains a termination fee in the amount of Cdn$2.6 million, which is payable by Tundra to Gennum in certain circumstances if the transaction is not completed. The definitive agreement provides that Tundra will call and hold a special meeting of the Tundra shareholders no later than May 8, 2009 for the purposes of considering the transaction. If all necessary approvals are obtained and the conditions contained in the definitive agreement are satisfied, Tundra and Gennum expect that the transaction will close on or about June 1, 2009.

After closing of the transaction and assuming the issuance of an aggregate of 8.0 million Gennum Shares in consideration of its acquisition of all Tundra Shares, Gennum is expected to have approximately 43.4 million Gennum Shares issued and outstanding, with current Gennum shareholders owning approximately 82% and current Tundra shareholders owning approximately 18% of such issued and outstanding Gennum Shares. In addition, Gennum Shares may be issued pursuant to the assumption by Gennum of options granted under the Tundra option plans. Two of Tundra’s current directors are expected to join Gennum’s expanded Board of Directors at the completion of the transaction.

Conference Call:

The management teams of both companies will host a media and analyst conference call today at 6:00 pm (ET). The call can be accessed at 1-800-594-3615 or 416-644-3428. The conference call will also be Webcast live at www.gennum.com or www.newswire.ca/en/webcast and subsequently archived on the Gennum site. For those unable to listen to the live conference call, a telephone replay will be available until April 21, 2009 following the call. To access the rebroadcast, dial 416-640-1917 and enter the passcode 21301168 followed by the number sign. Please refer to http://www.gennum.com/investor/ and http://www.tundra.com/about-tundra/events/investor-events for a copy of the presentations that relate to the call.

Citigroup Global Markets Inc. is acting as financial advisor to Tundra in respect of the transaction, and Citigroup today rendered an opinion to the board of directors of Tundra that as of the date of the opinion, and subject to the qualifications and limitations set forth in the opinion, the consideration offered pursuant to the transaction is fair, from a financial point of view, to the Tundra shareholders. Genuity Capital Markets is acting as financial advisor to Gennum in relation to the transaction.

About Gennum

Gennum Corporation (TSX: GND) designs innovative semiconductor solutions and intellectual property (IP) cores for the world’s most advanced consumer connectivity, enterprise, video broadcast and data communications products. Leveraging the company’s proven optical, analog and mixed-signal products and IP, Gennum enables multimedia and data communications products to send and receive information without compromising the signal integrity. An award winner for advances in high definition (HD) broadcasting, Gennum is headquartered in Burlington, Canada, and has global design, research and development and sales offices in Canada, Mexico, Japan, Korea, Germany, United States, Taiwan, India and the United Kingdom. www.Gennum.com.

About Tundra

Tundra Semiconductor Corporation (TSX:TUN) supplies the world’s leading communications, computing and storage companies with System Interconnect products, intellectual property (IP) and design services backed by world-class customer service and technical support. Tundra’s track record of product leadership includes over a decade of bridges and switches enabling key industry standards: RapidIO(R), PCI, PCI-X, PCI Express(R), Power Architecture(TM) VME, HyperTransport(TM), Interlaken, and SPI4.2. Tundra’s products deliver high functional quality and simplified board design and layout, with specific focus on system level signal integrity. Tundra’s design services division, Silicon Logic Engineering, Inc., offers industry-leading ASIC and FPGA design services, semiconductor intellectual property and product development consulting. Tundra’s technology connects critical components in high performance embedded systems around the world. For more information, please visit www.Tundra.com.

Caution Regarding Forward-Looking Statements

Certain statements in this news release regarding the proposed transaction between Tundra and Gennum, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding Tundra and Gennum’s future expectations, beliefs, goals or prospects constitute forward-looking information within the meaning of applicable securities legislation (collectively “forward-looking statements”). Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including without limitation: the parties’ ability to consummate the transaction; the conditions to the completion of the transaction, including the receipt of shareholder approval, court approval or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; the possibility that Gennum may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate Tundra’s operations into those of Gennum; such integration may be more difficult, time-consuming or costly than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees of Tundra may be difficult; Gennum and Tundra are subject to intense competition and increased competition is expected in the future; fluctuations in foreign currencies could result in transaction losses and increased expenses; the volatility of the international marketplace; and the other factors described in Gennum’s annual information form for its year ended November 30, 2008, Tundra’s annual information form for its year ended April 30, 2008, and their respective recent annual and quarterly financial reports.

The statements in this news release concerning anticipated dates for the holding of the Tundra shareholders’ meeting and the anticipated closing date for the transaction are based on certain assumptions of Gennum and Tundra, including assumptions as to the time required to prepare meeting materials for mailing, the timing of receipt of the necessary regulatory and court approvals and the time necessary to satisfy the conditions set out in the definitive agreement. The statements in this news release relating to the benefits and synergies of the transaction, future opportunities for the combined company and products and any other statements regarding Tundra and Gennum’s future expectations, beliefs, goals or prospects are also based on assumptions, including assumptions as to: the time, effort and cost required to integrate the businesses; the ability to successfully operate the combined business with lesser expenses than those currently expended by the two companies together; the transaction not disrupting business in any material respect (including as a result of changes to relationships with employees, customers, clients and suppliers); there being no sustained material deterioration in the business and economic conditions in the marketplace for the combined company’s products; management’s expectations regarding market trends for products, and customer demand for the products of the combined company, are not materially incorrect; Gennum being able to execute the combined business’ product roadmap without delays or disruptions having a material impact on Gennum and Gennum being able to introduce products and capitalize on new opportunities generally as expected; material disruptions in the manufacture and supply of products and services to Gennum by foundries and suppliers not occurring; Gennum’s expectations relating to competitive pressures, including pricing pressures, not being materially incorrect; and significant fluctuations in foreign exchange rates which materially adversely affect Gennum’s financial results not arising.

Gennum and Tundra assume no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Gennum’s and Tundra’s respective filings with the various provincial securities commissions which are available online at www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of each of Gennum and Tundra relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

    This news release and the information contained herein does not
    constitute an offer of securities for sale in the United Sates and
    securities may not be offered or sold in the United States absent
    registration or exemption from registration.

    Gennum and the Gennum logo are registered trademarks of Gennum
    Corporation. All other product or service names are the property of their
    respective owners. Gennum Corporation, 2009. Tundra and the Tundra logo
    are registered marks of Tundra Semiconductor Corporation in Canada, the
    United States, the European Union and the People's Republic of China.
    RapidIO is a trademark of the RapidIO Trade Association, Inc. The PowerPC
    name, the Power Architecture name, and the PowerPC logotype are
    trademarks of International Business Machines Corporation, used under
    license therefrom. Other registered and unregistered trademarks are the
    property of their respective owners.

SOURCE TUNDRA SEMICONDUCTOR CORPORATION


Source: newswire



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