MACOM Announces Definitive Agreement to Acquire BinOptics Corporation
Expected highlights of the transaction include:
- Accretive to MACOM's gross margin and earnings per share starting in the first full quarter of combined operations.
Broadens MACOM's optical portfolio with highly differentiated edge-emitting and surface-emitting
Fabry Perotand DFB lasers.
- Brings proprietary Etched Facet Technology (EFT) for lasers that enable compelling wafer-scale economics in both device manufacturing and testing.
- Doubles MACOM's Serviceable Addressable Market (SAM) within the optical component market.
- Expands growth opportunities and addressable market in Data Center networks, including Silicon Photonics.
Commenting on the transaction, John Croteau, President and Chief Executive Officer stated, "This acquisition further extends MACOM's preeminent position in what we expect will be a strong secular growth driver for many years to come. We believe BinOptics' wafer-scale model for Indium Phosphide lasers will play perfectly to our strength in compound semiconductor manufacturing, allowing us to quickly address what is currently a supply-constrained part of the optical component industry. BinOptics' business model is consistent with our gross margin and operating margin aspirations, and we expect the transaction to be accretive to non-GAAP gross margin and EPS within the first full quarter of combined operations."
"Furthermore, this acquisition underscores MACOM's strategy to expand our market and growth opportunities through M&A. We have a successful track record of integrating acquisitions, both large and small, to expand our addressable market, while also achieving cost synergies for improved profitability and margin expansion."
MACOM expects to fund the purchase price of the acquisition from a combination of cash on hand and incurrence of additional indebtedness from its existing
Closing of the acquisition is subject to the satisfaction of customary closing conditions, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. MACOM expects the transaction to close by the end of its first fiscal quarter of 2015.
Goldman, Sachs & Co. acted as exclusive financial advisor and
A presentation with further information on the transaction is available on MACOM's investor relations website at: http://ir.macom.com/
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on MACOM management's beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among others, statements concerning the BinOptics transaction, including those regarding the potential date of closing of the acquisition, and any potential benefits and synergies, strategic plans, cost savings, accretion, and financial and business expectations associated with the acquisition, as well as any other statements regarding MACOM's plans, beliefs or expectations regarding the transaction or its future business or financial results. Forward-looking statements include all statements that are not historical facts and generally may be identified by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "seeks," "should," "will," "would" or similar expressions and the negatives of those terms.
Forward-looking statements contained in this press release reflect MACOM's current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause those events or our actual activities or results to differ materially from those expressed in any forward-looking statement. Although MACOM believes that the expectations reflected in the forward-looking statements are reasonable, it cannot and does not guarantee future events, results, actions, levels of activity, performance or achievements, including the successful closing of the BinOptics transaction or realization of any of the projected benefits of the transaction. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking
statements, including, among others, costs associated with the acquisition, matters arising in connection with the parties' efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the acquisition, failure to achieve expected synergies or successfully integrate BinOptics' business, accretion and other anticipated benefits of the transaction, adverse reactions to the acquisition by employees, customers, suppliers or competitors of either MACOM or BinOptics, greater than expected dilutive effect on earnings from or failure to comply with applicable covenants related to MACOM's outstanding indebtedness as increased to fund the acquisition, related interest expense and other costs, lower than expected demand in any or all of our primary end markets or from any of our large OEM customers based on macro-economic weakness or otherwise, MACOM's
failure to realize the expected economies of scale, lowered production cost and other anticipated benefits of our previously announced GaN intellectual property licensing program, the potential for defense spending cuts, program delays, cancellations or sequestration, failures or delays by any customer in winning business or to make purchases from us in support of such business, lack of adoption or delayed adoption by customers and industries we serve of GaN, Indium Phosphide lasers, or other solutions offered by us, failures or delays in porting and qualifying GaN or Indium Phosphide laser process technology to our
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