GigOptix, Inc. (OTCBB: GGOX), a leading supplier of high
performance electronic and electro-optic components that enable
next generation 40G and 100G optical networks, today announced that
it has signed a definitive merger agreement to acquire Endwave
Corporation (NASDAQ: ENWV), a leading provider of high frequency RF
solutions and semiconductor products for the wireless mobile
backhaul communications, satellite communications, electronic
instruments and defense and security markets. The combined company
will retain the name GigOptix, Inc. to become a high speed, high
frequency leader for optical and wireless communications. The
acquisition is expected to close in the second quarter of this
year.
“I am very excited about the strategic merger of GigOptix and
Endwave. Once complete, the combined company will be well
positioned to be a leader in high speed communication components.
We are set to offer solutions to both the optical and microwave RF
front ends that will drive continued growth and bring added value
to our customers and stockholders,” commented Dr. Avi Katz,
GigOptix’s Chairman of the Board of Directors and Chief Executive
Officer. “Responding to the core issue of increasing bandwidth to
meet customer demand has shaped the technology advancements for
both companies. By combining Endwave’s extensive point to point
microwave radio system knowledge and Monolithic Microwave IC (MMIC)
product portfolio with GigOptix’s portfolio of optical modulators
and broadband amplifiers, it positions us to not only expand our
market opportunities, but also enables us to increase our
penetration of the existing customer bases and market segments. The
combined company will be able to leverage Endwave’s manufacturing
and GigOptix’s high speed fiber optic front end technology to
provide cutting-edge solutions for next generation 100G and 400G
drivers and electro-optic sub-systems.”
Merger Highlights:
The merger will enable the combined company to:
- Address customers’ growing needs for
high speed solutions in both wireless mobile backhaul and optical
networks by providing a one-stop-shop with a comprehensive solution
portfolio to consolidate and simplify supply chains;
- Strengthen its financial performance
with estimated post-merger consolidated cash of about $16 million
after payment of closing expenses and severance, as well as enhance
revenue and deliver operational cost savings beginning in 2011,
reaching approximately $1 million per quarter in 2012;
- Strengthen the combined company’s high
speed design capabilities in both point to point radio and optical
networks while providing advanced and low cost assembly, testing
and production through Endwave’s facility in Thailand;
- Leverage GigOptix’s high speed
broadband ICs, mixed signal technologies, and Thin Film Polymer on
Silicon (TFPS™) technology and Endwave’s MLMS™ system-on-chip
technology to further increase the level of integration of
electro-optical front ends;
- Develop electro-optical
systems-on-a-chip such as integrated drivers and modulators;
electro-optical transceivers on a chip; and microwave photonic
transceivers for base stations;
- Consolidate GigOptix’s microwave
products with Endwave’s MMIC product line for commercial and
military applications with the potential for expansion into the
high speed instrumentation market;
- Strengthen the combined company’s IC
design capabilities in both GaAs and SiGe manufacturing processes,
which will enable additional integration, functionality and cost
reductions for products targeting microwave/millimeter wave and
broadband fiber optic applications; and
- Strengthen the company’s 40G, 100G and
next generation 400G Surface Mount Technology (SMT) packaging
capabilities by leveraging Endwave’s expertise in millimeter wave
SMD packaging.
“The acquisition of Endwave, an acknowledged leader in high
frequency point to point radio communication systems, confirms
GigOptix’s continuous commitment to support new generation
communication networks,” added Andrea Betti-Berutto, GigOptix’s
Chief Technology Officer. “In addition to the many technical
synergies between high speed RF microwave and millimeter wave radio
and fiber optic network electronic designs, we see exciting growth
opportunities for wireless mobile backhaul to build out the
broadband communication infrastructure. Driven by increasing use of
bandwidth intensive smartphones and services, the same market
demands that force network operators to upgrade their optical
equipment from 10Gb/s to 40Gb/s and 100Gb/s and next generation
400Gb/s, force operators to upgrade their mobile backhaul equipment
to higher frequencies into the 71 to 95GHz E-band to support the
increased bandwidth generated from cellular networks.”
“We have a proven track record of successfully integrating
acquisitions. As with all transactions based upon our initial 2007
Strategic Plan of inorganic and organic growth, this merger with
Endwave is the next step in our long-term vision of building the
industry’s premier supplier of front end solutions for high speed
optical and microwave RF communication links, based on solid
financial foundations,” said Dr. Avi Katz. “We look forward to
furthering our leadership position as the only pure play provider
of electronic devices for high-speed fiber-optic and wireless
communications covering all applications, all speeds and all
distances. Adding Endwave’s products and manufacturing capabilities
to the GigOptix catalog will further simplify our customers’ supply
chain as we become the one-stop shop for solutions that address the
demands of both the optical core and the mobile backhaul networks.
The combined company will have a strong balance sheet with about
$16 million of cash, a significant revenue base and together with
the optimization of the sales, marketing, and operations teams we
have a clear short term path to profitability.”
Commenting on the merger, Mr. John Mikulsky, Endwave’s President
and Chief Executive Officer stated, “The merger of Endwave and
GigOptix is an ideal combination of technology, opportunity and
vision. As a combined company, I believe we can effectively build
upon our technology leadership and success for a strong and
exciting future. Together, we can deliver the most extensive and
comprehensive product portfolio in the industry, providing
customers with the highest quality yet cost-effective technology
solutions. The Endwave team and I look forward to working with Dr.
Katz and his team to achieve the next generation of success for the
combined company.”
Terms of the Transaction:
Under the terms of the merger agreement, all outstanding shares
of Endwave common stock, including those issuable upon settlement
of outstanding restricted stock units, and outstanding in-the-money
Endwave stock options, will be converted into shares of GigOptix
common stock such that immediately after the merger, such shares
represent approximately 42.5% of all outstanding GigOptix common
stock. Based on the number of shares of Endwave and GigOptix common
stock outstanding as of January 31, 2011, approximately 9.1 million
shares of GigOptix common stock will be issued to holders of
Endwave common stock, registered stock units and stock options. The
issuance of shares will be made pursuant to an effective
Registration Statement on Form S-4 to be filed shortly with the
Securities and Exchange Commission. GigOptix will continue its best
efforts to list GigOptix common stock on NYSE Amex or another
national securities exchange.
The transaction is subject to customary closing conditions and
regulatory approvals, as well as the approval of the merger by
Endwave’s stockholders. The merger is expected to close during the
second quarter of 2011.
A PowerPoint presentation has been posted on the Web site of
both companies, detailing the transaction rationale, motivation and
prospects of the merger between GigOptix and Endwave.
Key Management and Board of Directors
Dr. Katz will maintain his positions as Chairman of the Board of
Directors, Chief Executive Officer and President of the combined
company. Curt P. Sacks, the current Chief Financial Officer of
Endwave, will serve as the Chief Financial Officer of the combined
company. Andrea Betti-Berutto, the current Chief Technology Officer
of GigOptix, will serve as the Chief Technology Officer of the
combined company. Other key executives from both companies will
serve on the management team. GigOptix’s new Board of Directors
will consist of all five existing GigOptix directors and two
directors that will be recommended by the Endwave Board of
Directors, subject to the approval of the GigOptix Chairman of the
Board, one of which will be Mr. Mikulsky.
GigOptix Fourth Quarter and 2010 Preliminary Financial
Results (unaudited)
GigOptix will formally announce fourth quarter and 2010 year end
financial results on February 24, 2011, followed by a discussion of
the acquisition in greater detail.
Fourth quarter revenue is expected to be above $8.0 million,
representing an increase of more than 10.0 percent compared to the
third quarter, and exceeding GigOptix’s previously stated guidance
of a 7 to 10 percent increase. Adjusted EBITDA (defined as income
or loss from operations net of depreciation, amortization,
stock-based compensation expense and restructuring expenses) is
estimated to be above $1.1 million, an increase of approximately
$0.3 million over the third quarter of 2010. For the full year
2010, revenue is expected to be $26.9 million, an approximate 81.2
percent increase over 2009. Adjusted EBITDA for 2010 is
approximated to be $1.9 million. Cash and investments as of
December 31, 2010 are estimated at $4.3 million.
Endwave Fourth Quarter and 2010 Preliminary Financial Results
(unaudited)
Endwave will formally announce fourth quarter and 2010 year end
financial results on February 24, 2011.
Fourth quarter revenue is expected to be $4.1 million,
consistent with the prior quarter and in line with previous
expectations for the quarter. Adjusted EBITDA for the fourth
quarter is estimated to be a loss of $1.8 million. For the full
year 2010, revenue is expected to be $16.7 million, an approximate
14.3 percent decrease over 2009. Adjusted EBITDA for 2010 is
estimated to be a loss of $6.7 million. Cash and investments as of
December 31, 2010 are estimated at $23.5 million.
GigOptix Fourth Quarter 2010 Conference Call and Webcast
Information:
GigOptix will release its fourth quarter and full year 2010
financial results on February 24, 2011 after the market closes.
Following the press release, Dr. Katz, Chairman and Chief Executive
Officer, and Mr. Jeff Parsons, Acting Chief Financial Officer, will
host a live audio webcast and conference call at 5:00 p.m. Eastern
Time (2:00 p.m. Pacific Time).
Date: Thursday, February 24, 2011Time: 5:00 p.m.
Eastern Time (2:00 p.m. Pacific Time)Conference Call Number:
1-866-831-5605International Call Number:
1-617-213-8851Pass Code: 32465894
The conference call replay will be available beginning two hours
after the call and until midnight Eastern Time on March 3, 2011.
The replay dial-in number is 1-888-286-8010, and the pass code is
91541970. International callers should dial 1-617-801-6888 and
enter the same pass code at the prompt. Additionally, this
conference call will be broadcast live over the Internet and can be
accessed by all interested parties on the Investor Relations
section of the Company’s Web site at http://ir.gigoptix.com.
Endwave Fourth Quarter 2010 Conference Call and Webcast
Information
Endwave will release its fourth quarter and full year 2010
financial results on February 24, 2011 after the market closes.
Following the press release, John Mikulsky, Chief Executive
Officer, and Curt Sacks, Chief Financial Officer, will host a live
audio webcast and conference call at 4:30 p.m. Eastern Time.
Date: Thursday, February 24, 2011Time: 4:30 p.m.
Eastern Time (1:30 p.m. Pacific Time)Conference Call Number:
1-480-629-9644Pass Code: 4407641
Starting approximately one hour after the completion of the live
call, a replay will also be available until March 4, 2011. The
replay dial-in number is 1-303-590-3030, and the pass code is
4407641. Additionally, this conference call will be broadcast live
over the Internet and can be accessed by all interested parties on
the Investor Relations section of the Company’s Web site at
www.endwave.com
Additional Information About This Transaction
In connection with the proposed transaction, GigOptix will file
with the Securities and Exchange Commission a Registration
Statement on Form S-4 that will include a proxy statement of
Endwave and a prospectus of GigOptix. The definitive proxy
statement/prospectus will be mailed to stockholders of Endwave.
GigOptix and Endwave urge investors and security holders to read
the proxy statement/prospectus regarding the proposed transaction
when it becomes available because it will contain important
information about the proposed transaction. You may obtain a free
copy of the proxy statement/prospectus (when available) and other
related documents filed by GigOptix and Endwave with the SEC at the
SEC’s Web site at www.sec.gov. The proxy statement/prospectus (when
it is available) and other documents filed by GigOptix or Endwave
with the SEC relating to the proposed transaction may also be
obtained for free by accessing GigOptix’s Web site at
www.gigoptix.com by clicking on the link for “Investor”, then
clicking on the link for “SEC Filings”, or by accessing Endwave’s
Web site at www.endwave.com and clicking on the “Company” link and
then clicking on the link for “SEC Filings” underneath the heading
“Investor Relations”.
Participants in the Merger
GigOptix, Endwave and their respective directors, executive
officers and certain other members of management and employees may
be deemed to be participants in the solicitation of proxies from
Endwave stockholders in connection with the proposed transaction.
Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of Endwave
stockholders in connection with the proposed transaction, including
the interests of such participants in the proposed transaction,
will be set forth in the proxy statement/prospectus when it is
filed with the SEC. You can find information about GigOptix’s
executive officers and directors in GigOptix’s definitive proxy
statement filed with the SEC on October 28, 2010. You can find
information about Endwave’s executive officers and directors in
Endwave’s definitive proxy statement filed with the SEC on June 11,
2010. You can obtain free copies of these documents from GigOptix
or Endwave, respectively, using the contact information below.
About GigOptix, Inc.
GigOptix is a leading supplier of high performance electronic
and electro-optic components that enable next generation 40G and
100G fiber-optic telecommunications and data-communications
networks. The Company offers a broad portfolio of high speed
electronic devices including polymer electro-optic modulators,
modulator drivers, laser drivers and receiver amplifiers for
telecom, datacom, Infiniband and consumer optical systems, covering
serial and parallel communication technologies from 1G to 100G.
GigOptix also offers the widest range of mixed-signal and RF ASIC
solutions in the market including Standard Cell, Hybrid and
Structured ASICs targeting the Consumer, Industrial, Defense &
Avionics industries. For more information, please visit
www.gigoptix.com.
About Endwave Corporation
Endwave Corporation designs, manufactures and markets high
frequency RF solutions and semiconductor products that enable the
transmission, reception and processing of high-frequency signals in
the telecommunications, satellite communications, electronic
instruments and defense and security markets. Endwave has 43 issued
patents covering its core technologies including semiconductor and
proprietary circuit designs. Endwave Corporation is headquartered
in San Jose, CA, with operations in Salem, NH and Chiang Mai,
Thailand. Additional information about the Company can be accessed
from the Company's Web site at www.endwave.com.
Forward Looking Statements
Statements made in this release, other than statements of
historical fact, are forward‐looking statements, including any
statement that refers to expectations, projections or other
characterizations of future events or circumstances and those which
can be identified by the use of forward‐looking terminology such as
“expects,” “plans,” “may,” “should,” or “anticipates” and other
similar expressions. Forward‐looking statements are subject to a
number of known and unknown risks, which might cause actual results
to differ materially from those expressed or implied by such
statements. These risks and uncertainties include the impact of
merger with respect to reduction in time and costs to develop new
products, the ability to cross‐sell to new clients, the success of
product sales in new markets, the amount of cost savings, the
ability to integrate the team, the new management and the new
directors, and those risks and uncertainties described in
GigOptix's and Endwave’s periodic reports filed with the SEC, and
in news releases and other communications. GigOptix and Endwave
disclaim any intention or duty to update any forward‐looking
statements made in this release.
Endwave (NASDAQ:ENWV)
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