DGAP-News: Dialog Semiconductor Plc.
/ Key word(s): Acquisition/Mergers & Acquisitions
Adds differentiated cloud-connected solutions driving Industry 4.0 adoption Diversifies customer base adding industrial sales channel Annual cost synergies of approximately $20 million expected, in addition to considerable revenue synergies London, United Kingdom & Santa Clara, Calif. - February 20, 2020 - Dialog Semiconductor plc (XETRA:DLG), a leading provider of power management, charging, AC/DC power conversion, Wi-Fi and Bluetooth(R) low energy technology, and Adesto Technologies Corporation ("Adesto") (NASDAQ:IOTS), a leading provider of innovative custom integrated circuits (ICs) and embedded systems for the Industrial Internet of Things (IIoT) market, today announced they have signed a definitive agreement for Dialog to acquire all outstanding shares of Adesto. Adesto accelerates Dialog's expansion into the growing IIoT market that enables smart buildings and industrial automation (Industry 4.0), seamlessly driving cloud connectivity. Headquartered in Santa Clara, California, Adesto has approximately 270 employees and an established portfolio of industrial solutions for smart building automation that fully complements Dialog's manufacturing automation products. Adesto's solutions are sold across the industrial, consumer, medical, and communications markets. "This acquisition substantially enhances our position in the Industrial IoT market," said Jalal Bagherli, CEO of Dialog. "Adesto's established strength in connectivity solutions and highly optimized products for building and industrial automation perfectly complements and adds scale to our Industrial IoT portfolio from the recently acquired Creative Chips. Adesto's deep customer relationships, comprehensive system expertise, and proprietary technology will deliver enhanced value for Dialog customers." "Together with Dialog, we are positioned to create unique Industrial IoT solutions through the integration of our best-in-class technologies for today's increasingly connected world," added Adesto's CEO, Narbeh Derhacobian. "We are extremely pleased to join Dialog to bring more value to our combined customer base." Benefits of Transaction The combination: - Scales Dialog's IIoT sector capabilities by combining industrial connectivity, smart metering and building automation solutions, and access to more than 5,000 customers, the majority of which are new for Dialog - Complements Adesto's industrial wired connectivity portfolio with Dialog's wireless portfolio (BLE, Wi-Fi) for smart building and industrial applications. Cloud-connectivity adds further differentiation to Dialog's existing Industrial solutions - Enables full system solutions for wearables, hearables, and other IoT applications by combining Adesto's low-power specialty memory products with Dialog's BLE & Wi-Fi connectivity and True Wireless Stereo (TWS) Audio ICs - Unlocks future growth in the Automotive market by qualifying Adesto's specialty memory products by leveraging Dialog's established Automotive production and test flow. Additionally, these products address the emerging, fast-growing Artificial Intelligence (AI) segment - Adds engineering and design scale to expand Dialog's existing custom IC business making Dialog one of the largest custom analog mixed-signal semiconductor providers
Dialog will acquire Adesto for $12.55 per share in cash, or for approximately $500 million enterprise value. The deal will be funded from Dialog's balance sheet. The transaction is expected to be EPS accretive[1] for Dialog within the first calendar year following close. Dialog expects annual cost synergies of approximately $20 million within the first calendar year of close across the combined company. Dialog also anticipates considerable additional revenue synergies given the complementary nature of the product portfolios and technology. Adesto expects to report FY 2019 revenue of approximately $118 million and continued revenue growth is anticipated over the next few years. The transaction is subject to certain regulatory approvals and customary closing conditions and is expected to close in the third quarter of 2020. The Board of Directors of Adesto has unanimously approved the transaction and recommends that Adesto stockholders vote in favor of the transaction, and directors and executive officers of Adesto have agreed to vote their shares in favor of the transaction. Hogan Lovells is serving as Dialog's legal counsel, while BMO Capital Markets is serving as financial advisor. Fenwick & West LLP is serving as legal counsel for Adesto, with Cowen & Company, LLC serving as financial advisor. Dialog will host a conference call on Thursday, February 20 at 10:00 a.m. CET / 9:00 a.m. UK. A link to the webcast is available at https://webcast.openbriefing.com/dialog-feb2020/. Participants can pre-register at www.incommuk.com/customers/dialogsemiconductorcall to receive access details via email. Additionally, conference call information is below. NOTES For further information, please contact the following representatives.
Dialog operates a fabless business model and is a socially responsible employer pursuing many programs to benefit the employees, community, other stakeholders and the environment it operates in. Dialog is headquartered near London with a global sales, R&D and marketing organization. In 2019, it had approximately $1.4 billion in revenue and is consistently one of the fastest growing European public semiconductor companies. It currently has approximately 2,000 employees worldwide. The company is listed on the Frankfurt (FWB: DLG) stock exchange (Regulated Market, Prime Standard, ISIN GB0059822006) and is a member of the German MDAX and TecDax indices. For more information, visit www.dialog-semiconductor.com. About Adesto Technologies Corporation For more information, visit www.adestotech.com or follow Adesto on Twitter. Forward-Looking Statements Additional Information and Where to Find It Additionally, Adesto and Dialog will file other relevant materials in connection with the proposed acquisition of Adesto by Dialog pursuant to the terms of the Merger Agreement. Adesto, Dialog and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Adesto stockholders in connection with the proposed acquisition. Stockholders of Adesto may obtain more detailed information regarding the names, affiliations and interests of certain of Adesto's executive officers and directors in the solicitation by reading Adesto's most recent Annual Report on Form 10-K, and the proxy statement for Adesto's 2019 annual meeting of stockholders, which was filed with the SEC on April 30, 2019. These documents are available free of charge at the SEC's web site at www.sec.gov or by going to Adesto's Investor Relations Website at www.adestotech.com. Information about Dialog's directors and executive officers is set forth in Dialog's Annual Report and Accounts 2018. You can obtain free copies of this document by accessing Dialog's website at https://www.dialog-semiconductor.com. Information concerning the interests of Adesto's participants in the solicitation, which may, in some cases, be different than those of Adesto's stockholders generally, will be set forth in the definitive proxy statement relating to the proposed transaction when it becomes available. Dialog and the Dialog logo are trademarks of Dialog Semiconductor plc or its subsidiaries. All other product or service names are the property of their respective owners. (c) Copyright 2020 Dialog Semiconductor. All rights reserved. Adesto and the Adesto logo are trademarks or registered trademarks of Adesto Technologies Corporation or its subsidiaries in the United States and other countries. Other company, product, and service names may be trademarks or service marks of others. Contact: Jose Cano Director, Investor Relations jose.cano@diasemi.com +44(0)1793756961
20.02.2020 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. |
Language: | English |
Company: | Dialog Semiconductor Plc. |
Tower Bridge House, St. Katharine's Way | |
E1W 1AA London | |
United Kingdom | |
Phone: | +49 7021 805-412 |
Fax: | +49 7021 805-200 |
E-mail: | jose.cano@diasemi.com |
Internet: | www.dialog-semiconductor.com |
ISIN: | GB0059822006 |
WKN: | 927200 |
Indices: | MDAX, TecDAX |
Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange |
EQS News ID: | 979607 |
End of News | DGAP News Service |