Sigma Designs to acquire CopperGate Communications

Sigma Designs, Inc. has entered into a definitive agreement to acquire CopperGate Communications, Ltd. in a cash and stock transaction with an agreed value of $160 million, net of CopperGate's cash at the closing of the transaction. Both the companies are US-based developers of system-on-a-chip (SoC) semiconductors.

The estimated amount of cash to be paid by Sigma on the closing date is approximately $92 million, plus the amount of cash and cash equivalents estimated to be held by CopperGate at the closing, net of CopperGate transaction expenses and debt outstanding at the closing. In addition, Sigma will issue shares of its common stock to CopperGate shareholders estimated at the time of signing to equal approximately 4 million shares.

Sigma has also agreed to pay up to an aggregate of $5 million in cash to specified CopperGate employees; provided that the eligible employee remains employed by Sigma and certain milestones are achieved. Sigma will also assume unvested stock options held by CopperGate employees that will become exercisable for approximately 0.5 million Sigma shares when vested in accordance with their existing vesting schedules.

The holders of over 95% of the outstanding capital stock of CopperGate have executed the definitive agreement. Certain significant shareholders have also agreed to vote their shares in favor of the transaction. The transaction is expected to close in 45 to 60 days.

Rumor (September 30, 2009):

According to TMCNet.com, the Globes newspaper reported that Sigma is in talks to acquire CopperGate.

The transaction is reported to be valued between $200 million to $250 million.

Earlier, CopperGate had secured venture funding from Tamir Fishman Ventures, Carmel Ventures, The Challenge Fund II and Motorola Ventures.

The newspaper also reported that Mellanox Technologies has withdrawn its interest to acquire CopperGate Communications.

UBS Securities LLC is acting as Sigma's exclusive financial advisor.

Deal Value (US$ Million) 160
Deal Type                Acquisition
Sub-Category             Majority Acquisition
Deal Status              Announced: 2009-10-13

Deal Participants

Target (Company)   CopperGate Communications, Ltd.
Acquirer (Company) Sigma Designs, Inc.

Deal Rationale

The transaction further strengthens Sigma's position and expands its footprint with key customers, in addition to enabling cross selling opportunities. The combination of Sigma and CopperGate is also expected to yield several potential synergies including synergies from leveraging manufacturing know-how and combined wafer sourcing, further SoC integration and combined research and development.

Related terms: acquisition, communications, debt, manufacturing, newspaper, research and development, securities, semiconductors, stock option, technology, yield