TRIQUINT SEMICONDUCTOR ANNOUNCES AGREEMENT TO ACQUIRE WJ COMMUNICATIONS, INC.
WJ product innovation expands TriQuint’s RF/Analog product portfolio
and RF module capability
HILLSBORO, OR (USA) – March 10, 2008 – TriQuint Semiconductor®
(NASDAQ: TQNT), a leading RF supplier to the wireless communications
industry and WJ Communications, Inc. (NASDAQ: WJCI), today announced a
definitive agreement for TriQuint to acquire WJ. WJ is a leading
supplier of radio frequency (RF) solutions for wireless infrastructure
and will expand TriQuint’s reach into this market.
Under the terms of the agreement, TriQuint will acquire by merger all
outstanding shares of WJ for $1.00 per share, implying a purchase price
of approximately $72 million. Excluding one-time charges, TriQuint
expects the deal to be neutral to earnings during fiscal 2008 and
accretive thereafter. The transaction has been approved by the Board of
Directors of both companies and is expected to close within 90 days,
subject to an affirmative vote by WJ shareholders and other customary
conditions.
Highlights of the acquisition are:
- Combines WJ design expertise with TriQuint’s advanced technologies
- Expands TriQuint’s presence in the communications infrastructure market
- Provides TriQuint with a Silicon Valley based design center
- Accelerates the evolution to multi-function modules for infrastructure
applications
TriQuint has focused on bringing the technical innovation and cost
savings it provides in the handset market to the evolving requirements
of the communications infrastructure market. WJ shares TriQuint’s vision
of combining RF power, switching and filtering in cost effective module
solutions for base station and other infrastructure applications.
“We see great synergy with TriQuint in the areas of technology,
customer relationships and manufacturing efficiencies. There is very
little product overlap and a good cultural fit between our two
organizations,” commented Bruce Diamond, CEO of WJ. “We bring a broad
product line of RF building blocks and modules as well as a talented
Silicon Valley based design team to an established leader in the RF
market space.”
Through this acquisition, TriQuint expects to expand its presence in
the wireless infrastructure market comprised of cellular base stations
and wireless and cable broadband infrastructure. “WJ’s solid reputation
in these market areas is a wonderful complement to TriQuint’s strengths
in design, manufacturing and customer support,” said Ralph Quinsey, CEO
of TriQuint. “WJ’s technical expertise combined with the financial
strength and stability of TriQuint will provide both innovative products
and security of supply to the networks infrastructure customer base.”
Upon closing, it is anticipated that Bruce Diamond, CEO of WJ, will
continue with the organization leading the business and assisting in
integration.
Thomas Weisel Partners acted as exclusive financial advisor to WJ
Communications on this transaction.
Conference Call
A conference call open to all interested parties regarding TriQuint’s
acquisition of WJ will take place March 10th, 2008, at 10:00 AM
PDT. To listen to the conference call via telephone, please call
(888) 813-6582. A replay will be available for 7 days by dialing (706)
645-9291, pass code 38668579.
FORWARD LOOKING STATEMENTS
This TriQuint Semiconductor, Inc. (Nasdaq: TQNT) press release contains
forward-looking statements made pursuant to the Safe Harbor provisions
of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned that forward-looking statements involve risks and
uncertainties. The cautionary statements made in this press release
should be read as being applicable to all related statements wherever
they appear. Statements containing such words as ‘expects,’
‘anticipates,’ ‘will,’ ‘leading,’ or similar terms are considered to
contain uncertainty and are forward-looking statements. In particular,
statements as to expectations of the merger on future earnings, the
closing of the merger and the benefits TriQuint will or may obtain from
the merger are forward-looking statements. Forward-looking statements
relating to expectations about future results or events are based upon
information available as of today’s date, and there is no assumed
obligation to update any of these statements. The forward-looking
statements are not guarantees of future performance, and actual results
may vary materially from the results and expectations discussed. For
instance, although TriQuint and WJ Communications have signed a merger
agreement, there is no assurance that they will complete the proposed
merger. The proposed merger may not occur if the companies do not
receive necessary approval of WJ Communication’s shareholders, or if it
is blocked by a government agency, or if either WJ Communications or
TriQuint fail to satisfy other conditions to closing. In addition, a
number of factors affect TriQuint’s operating results and could cause
its actual future results to differ materially from any results
indicated in this press release or in any other forward-looking
statements made by, or on behalf of, TriQuint including, but not limited
to the inability to: realize synergies, achieve cost effectiveness,
expand TriQuint's presence in the wireless infrastructure market and
provide innovative products and security of supply to the networks
infrastructure customer base, as well as the other “Risk Factors” set
forth in TriQuint’s most recent 10-K and 10-Q report filed with the
Securities and Exchange Commission. This and other reports can be found
on the SEC web site, www.sec.gov. A reader of this release should
understand that these and other risks could cause actual results to
differ materially from expectations expressed / implied in
forward-looking statements.
FACTS ABOUT TRIQUINT
Founded in 1985, we “Connect the Digital World to the Global Network”™
by supplying high-performance RF modules, components and foundry
services to the world's leading communications companies. Specifically,
TriQuint supplies products to four out of the top five cellular handset
manufacturers, and is a leading gallium arsenide (GaAs) supplier to
major defense and space contractors. TriQuint creates standard and
custom products using advanced processes that include gallium arsenide,
surface acoustic wave (SAW) and bulk acoustic wave (BAW) technologies to
serve diverse markets including wireless handsets, base stations,
broadband communications and military. TriQuint is also lead researcher
in a 3-year DARPA program to develop advanced gallium nitride (GaN)
amplifiers. TriQuint, as named by Strategy Analytics in August 2007, is
the number-three worldwide leader in GaAs devices and the world’s
largest commercial GaAs foundry. TriQuint has ISO9001 certified
manufacturing facilities in Oregon, Texas, and Florida and a production
plant in Costa Rica; design centers are located in North America and
Germany. Visit TriQuint at www.triquint.com/rf to register for our
newsletters.
FACTS ABOUT WJ Communications, Inc.
WJ Communications, Inc. is a leading provider of radio frequency (RF)
solutions serving multiple markets targeting wireless communications, RF
identification (RFID), WiMAX, and RF power solutions. WJ addresses the
RF challenges in these multiple markets with its highly reliable
amplifiers, mixers, RF integrated circuits (RFICs), RFID reader modules,
chipsets, and multi-chip (MCM) modules. For more information visit
www.wj.com or call 408-577-6200.
|