Entropic (ENTR) Files to Buy STB SoC Biz from Trident (TRID) for ~$55M + Liabilities
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Entropic Communications, Inc. (Nasdaq: ENTR), has filed an asset purchase agreement as "stalking horse" bidder to purchase certain assets of Trident Microsystems' (Nasdaq: TRID) set-top box (STB) system on a chip (SoC) business in connection with Trident's Chapter 11 bankruptcy filing on January 4, 2012. The planned USD$55 million acquisition would bring together two highly complementary technologies, product lines, and teams.
As part of the intended acquisition, Entropic would obtain Trident's complete STB product portfolio, comprised of a comprehensive suite of digital STB components and system solutions for worldwide satellite, terrestrial, cable and IPTV networks. The Company's STB product offering includes STB SoCs, DOCSIS® modems, interface devices and media processors. In addition, Trident's STB product line-up features a range of ARM Cortex-A9 based SoCs that have been optimized for leading Web technologies such as Adobe® Flash, HTML5 and OpenGLES2.0 gaming as well as cost optimized standard definition and high definition Digital Terminal Adapter (SD/HD-DTA) devices to meet the needs of cable/multiple system operator (MSO) analog reclamation initiatives.
Entropic intends to invest in service and support for the existing Trident STB customer base, as well as advance Trident's STB product line by continuing to invest in its development -- leveraging mutual strengths of both companies' technologies to provide customers with next generation, integrated Multimedia over Coax (MoCA®) based chip-set solutions.
The assets to be acquired under the agreement include Trident's specific STB products, patents and other intellectual property, certain tangible assets and inventory. To complement its products, Trident also offers complete reference designs that are bundled with a range of operating systems, middleware, drivers and development tools – all of which would fall under the Entropic brand upon completion of the sale to Entropic.
Entropic would plan to hire approximately 385 Trident employees located primarily in China, India, the United Kingdom, Taiwan, Korea and the United States. Entropic would also acquire facilities in Austin, Texas, Belfast, Northern Ireland and Hyderabad, India and would use portions of Trident's facilities in China, Taiwan and Korea under a facilities use agreement while Entropic assesses its facilities requirements.
The purchase price is USD$55 million in cash, plus assumption of specified liabilities upon the closing of the transaction, subject to adjustment for closing working capital balances and other matters, as set forth in the asset purchase agreement. Trident has selected Entropic as its stalking horse bidder with customary protections, subject to Bankruptcy Court approval. The asset purchase agreement to be entered between Trident and Entropic has been filed with the United States Bankruptcy Court for the District of Delaware along with Trident's motion seeking the establishment of bidding procedures for an auction that allows other qualified bidders to submit higher or otherwise better offers, as required under Section 363 of the U.S. Bankruptcy Code. Entropic expects that hearings before those courts to approve bidding procedures, break-up fees and expense reimbursement will be held within the next two weeks, followed by an auction, with hearings for approval of the ultimate sale to be held thereafter. Consummation of the transaction, which is expected to occur in the first quarter of 2012, remains subject to higher or otherwise better offers, approval by the United States Bankruptcy Court and customary closing conditions.
As part of the intended acquisition, Entropic would obtain Trident's complete STB product portfolio, comprised of a comprehensive suite of digital STB components and system solutions for worldwide satellite, terrestrial, cable and IPTV networks. The Company's STB product offering includes STB SoCs, DOCSIS® modems, interface devices and media processors. In addition, Trident's STB product line-up features a range of ARM Cortex-A9 based SoCs that have been optimized for leading Web technologies such as Adobe® Flash, HTML5 and OpenGLES2.0 gaming as well as cost optimized standard definition and high definition Digital Terminal Adapter (SD/HD-DTA) devices to meet the needs of cable/multiple system operator (MSO) analog reclamation initiatives.
Entropic intends to invest in service and support for the existing Trident STB customer base, as well as advance Trident's STB product line by continuing to invest in its development -- leveraging mutual strengths of both companies' technologies to provide customers with next generation, integrated Multimedia over Coax (MoCA®) based chip-set solutions.
The assets to be acquired under the agreement include Trident's specific STB products, patents and other intellectual property, certain tangible assets and inventory. To complement its products, Trident also offers complete reference designs that are bundled with a range of operating systems, middleware, drivers and development tools – all of which would fall under the Entropic brand upon completion of the sale to Entropic.
Entropic would plan to hire approximately 385 Trident employees located primarily in China, India, the United Kingdom, Taiwan, Korea and the United States. Entropic would also acquire facilities in Austin, Texas, Belfast, Northern Ireland and Hyderabad, India and would use portions of Trident's facilities in China, Taiwan and Korea under a facilities use agreement while Entropic assesses its facilities requirements.
The purchase price is USD$55 million in cash, plus assumption of specified liabilities upon the closing of the transaction, subject to adjustment for closing working capital balances and other matters, as set forth in the asset purchase agreement. Trident has selected Entropic as its stalking horse bidder with customary protections, subject to Bankruptcy Court approval. The asset purchase agreement to be entered between Trident and Entropic has been filed with the United States Bankruptcy Court for the District of Delaware along with Trident's motion seeking the establishment of bidding procedures for an auction that allows other qualified bidders to submit higher or otherwise better offers, as required under Section 363 of the U.S. Bankruptcy Code. Entropic expects that hearings before those courts to approve bidding procedures, break-up fees and expense reimbursement will be held within the next two weeks, followed by an auction, with hearings for approval of the ultimate sale to be held thereafter. Consummation of the transaction, which is expected to occur in the first quarter of 2012, remains subject to higher or otherwise better offers, approval by the United States Bankruptcy Court and customary closing conditions.
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