Exar Corporation Signs Definitive Agreement to Acquire Hifn, Inc.
24 February 2009 - 8:05AM
PR Newswire (US)
- Expands Growth and Product Opportunities in the Communications,
Storage and Security Markets FREMONT, Calif. and LOS GATOS, Calif.,
Feb. 23 /PRNewswire-FirstCall/ -- Exar Corporation (NASDAQ:EXAR)
and Hifn, Inc. (NASDAQ:HIFN) announced today that they have signed
a definitive agreement under which Exar will acquire Hifn. Under
the terms of the agreement, which was unanimously approved by the
board of directors of each company, Exar will acquire all of the
outstanding shares of Hifn common stock pursuant to an exchange
offer, followed by a second step merger. In the exchange offer,
Hifn stockholders will be able to elect to receive either (i)
0.3529 shares of Exar common stock and $1.60 in cash; or (ii) $4.00
in cash. The exchange offer is subject to customary closing
conditions, including the tender in the exchange offer by Hifn
stockholders of shares representing at least a majority of the
outstanding shares of Hifn common stock on a fully diluted basis,
and is anticipated to close early in the second calendar quarter of
2009. Al Sisto, chief executive officer and chairman of the board
of directors of Hifn, will join the board of directors of Exar
Corporation. (Logo:
http://www.newscom.com/cgi-bin/prnh/20070723/CLM036LOGO) "We
believe we can achieve our strategic and financial objectives more
quickly with the Hifn acquisition," said Pete Rodriguez, Exar's
president and chief executive officer. "The two companies have
developed complementary technologies and share a common vision to
deliver connectivity and storage solutions that are not only fast,
but also efficient and secure. We are delighted to welcome the Hifn
team to Exar," stated Mr. Rodriguez. "Our combined focus will
enable us to realize expanded revenue and market share,
aggressively pursue emerging markets, as well as increase overall
gross margin." "As a developer of analog and mixed-signal
semiconductor technology, Exar has focused on creating solutions
for high speed connectivity and managing data between computers,
over networks and across broadband telecom systems," said Paul
Pickering, Exar senior vice president of marketing. "For more than
a decade, Hifn has been a pioneer in creating advanced technologies
that secure and compress data flowing over networks and residing on
storage systems. Hifn's semiconductor and software solutions work
hand in hand with various high speed connections to ensure
optimized performance. We expect to advance our strategic
relationship with shared top tier customers including Cisco
Systems, Huawei Technologies, HP and Alcatel-Lucent." "I am very
excited about the compelling synergies of the two companies," said
Albert Sisto, chairman and chief executive officer of Hifn. "Hifn's
strong experience in applied processors, cards and software that
deliver solutions for continuous data protection and capacity
optimization for the storage and networking markets together with
Exar's, will provide the expertise to offer highly integrated
system solutions with complete software support. I also believe
Hifn's acquisition by Exar creates unique added value and is a
great opportunity for our customers, employees and shareholders."
In addition to the complementary skills and experience of Hifn's
engineering organization, Exar will acquire valuable intellectual
property related to Ethernet, embedded processors, network
security, compression, deduplication, RAID, packet processing
architecture and SoC design methodology. About the Transaction The
exchange offer described herein has not commenced. The description
contained herein is neither an offer to purchase nor a solicitation
of an offer to sell shares of Exar. In connection with the exchange
offer, Exar intends to file a registration statement on Form S-4
and a Tender Offer Statement on Schedule TO with the Securities
Exchange Commission (the "SEC") and Hifn intends to file a
solicitation/recommendation statement on Schedule 14D-9. Such
documents, however, are not currently available. These documents
contain important information about the transaction and investors
and security holders are urged to read these documents carefully
before any decision is made with respect to the exchange offer.
Investors and security holders will be able to obtain free copies
of the registration statement on Form S-4, Schedule TO, Schedule
14D-9 as well as other filings containing information about Exar
and Hifn without charge, at the SEC's website (http://www.sec.gov/)
once such documents are filed with the SEC. A free copy of the
exchange offer materials, when they become available, may also be
obtained from Exar's website at http://www.exar.com/ or from Hifn's
website at http://www.hifn.com/. Shares of Exar Corporation will
continue to trade on the NASDAQ Global Market under the symbol
"EXAR". Deutsche Bank Securities Inc. acted as financial advisor
and O'Melveny & Myers LLP acted as legal counsel to Exar. RBC
Capital Markets acted as financial advisor and Fenwick & West
LLP acted as legal counsel to Hifn. Conference Call and Information
Exar invites investors, financial analysts, and the general public
to listen to its conference call discussing this announcement,
today, February 23, 2009 at 1:45 PST. To access the conference
call, please dial (877) 260-8899 by 1:35 p.m. PST and use
conference ID number 988445. A replay of the call will be available
starting at 3:10 p.m. PST this afternoon until 11:59 p.m. PST on
March 2, 2009. To access the replay, please dial (800) 475-6701 and
use conference ID number 988445. About Exar Exar Corporation is
Powering Connectivity by delivering highly differentiated silicon
solutions empowering products to connect. With distinctive
knowledge in analog and digital technologies, Exar enables a wide
array of applications such as portable devices, home media
gateways, communications systems, and industrial automation
equipment. Exar has locations worldwide providing real-time
system-level support to drive rapid product innovation. For more
information about Exar visit: http://www.exar.com/. About Hifn Hifn
(NASDAQ:HIFN) delivers the key OEM ingredients for 21st century
storage and networking environments. Leveraging over a decade of
leadership and expertise in the development of purpose-built
Applied Services Processors (ASPs), Hifn is a trusted partner to
industry leaders for whom infrastructure innovation in storage and
networking is critical to success. With the majority of secure
networked communications flowing through Hifn technology, the 21st
century convergence of storage and networking drives our product
roadmap forward. For more information, please visit:
http://www.hifn.com/. Cautionary Statement Regarding
Forward-Looking Statements This Press Release contains certain
forward-looking statements under Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, relating to Exar and/or Hifn and their
expectations for Exar's proposed acquisition of Hifn. All
statements included in this Press Release concerning activities,
events or developments that Exar and/or Hifn expects, believes or
anticipates will or may occur in the future are forward-looking
statements. Such statements can generally be identified by words
such as "anticipates", "expects", "intends", "will", "could",
"believes", "estimates", "continue" and similar expressions. Actual
results could differ materially from the results discussed in the
forward-looking statements. Forward-looking statements are based on
current expectations and projections about future events and
involve known and unknown risks, uncertainties and other factors
that may cause actual results and performance to be materially
different from any future results or performance expressed or
implied by forward-looking statements, including the following: the
risk that the exchange offer and the merger will not close because
of a failure to satisfy one or more of the offer conditions or
closing conditions; the risk that Exar's business and/or Hifn's
business will have been adversely impacted during the pendency of
the exchange offer and the merger; the risk that the operations
will not be integrated successfully; and the risk that the expected
cost savings and other synergies from the transaction may not be
fully realized, realized at all or take longer to realize than
anticipated; the ability to retain key employees and other
economic, business, competitive and/or regulatory factors affecting
the business of Exar and Hifn generally, including those set forth
in the filings of Exar and Hifn with the Securities and Exchange
Commission, especially in the "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" sections of their respective annual reports on Form
10-K and quarterly reports on Form 10-Q, their current reports on
Form 8-K and other SEC filings. Exar and Hifn are under no
obligation to (and expressly disclaim any obligation to) update or
alter their forward-looking statements whether as a result of new
information, future events, or otherwise.
http://www.newscom.com/cgi-bin/prnh/20070723/CLM036LOGO
http://photoarchive.ap.org/ DATASOURCE: Hifn CONTACT: J. Scott
Kamsler, Senior VP, CFO, or Thomas R. Melendrez, Executive Vice
President, both of Exar Corporation, +1-510-668-7000; or William R.
Walker, Vice President and CFO of Hifn, Inc., +1-408-399-3500 Web
Site: http://www.hifn.com/
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