Zarlink to Acquire Legerity

Zarlink Semiconductor Inc. today announced it has entered into an agreement to acquire privately held Legerity Holdings, Inc., a leading developer and supplier of voice ICs (integrated circuits) for carrier, enterprise and residential gateway equipment.

Under the terms of the agreement, Zarlink will acquire Legerity for US $134.5 million in cash, subject to working capital adjustments. Zarlink intends to fund this acquisition through a combination of its cash resources and, as required, draw down on a bridge facility of up to US$50 million. Zarlink has secured a commitment letter for the financing for the transaction through a syndicate of lenders led by CIBC and including National Bank of Canada, the Royal Bank of Canada and the Bank of Nova Scotia. CIBC World Markets acted as an exclusive financial advisor to Zarlink on the transaction.

The commitment letter permits the reduction or elimination of the bridge facility by the issuance of debt or equity securities. The bridge facility will be cancelled to the extent not drawn down at the closing of the acquisition. The transaction is expected to close in late July, subject to closing conditions, including expiration or termination of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Act.

"This acquisition will accelerate and expand Zarlink's plans for the voice-over-packet market," said Kirk K. Mandy, President and CEO, Zarlink Semiconductor. "Both companies are designing complementary technologies that enable high-quality voice services. We share a very similar customer base but are not direct competitors. As a result, we expect there to be substantial cross-selling opportunities across a larger customer base and plan to deliver more integrated, higher-value solutions for the rapidly growing voice-over-Internet and voice-over-cable markets."

"Combining Zarlink and Legerity creates a well positioned semiconductor company with the scale necessary to compete effectively in a consolidating and growing network communications industry," said Hank Perret, President and CEO, Legerity. "Legerity brings to Zarlink field-proven technologies, engineering knowledge and established customer relationships to help build a fast-growing, profitable company."

"I would like to welcome the Legerity employees and management team to Zarlink," said Dr. Henry Simon, Chairman of the Board of Zarlink Semiconductor. "There is no question that their technical expertise and market knowledge will be of great benefit to the combination of Zarlink and Legerity in building a strong and growing network communications portfolio."

Legerity, headquartered in Austin Texas with 216 employees globally, is a leading supplier of analog voice technologies for carrier, enterprise and residential gateway equipment. With over 750 million chipsets deployed, Legerity utilizes proprietary processes to offer industry-leading performance and IC integration. Through comprehensive reference designs and focused customer support, the company provides quick time-to-market solutions while minimizing the customers' cost of development.

Legerity's growth is fueled by service providers, including telephone and cable system operators, who are bundling triple-play telephone, television and Internet services for enterprise and residential customers. With the continued evolution to next-generation packet networks and the global availability of broadband connectivity, equipment manufacturers have designed Legerity's products into fiber-based access equipment as well as cable and DSL (digital subscriber line) residential gateways.

Zarlink's broad portfolio of network synchronization, voice enhancement and telecom-related products will be combined with Legerity's products and technologies to create a powerful platform for the growing deployment of next-generation networks. Legerity President and CEO Hank Perret will lead the creation of a combined network communications product portfolio. Mr. Perret will report to Zarlink President and CEO Kirk Mandy. A number of Legerity's executives will be joining Zarlink's management team.

Zarlink's focus on growth opportunities in optoelectronics, ultra low-power medical telemetry and analog foundry remains unchanged by this acquisition.

Source: ZARLINK