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Entropic Communications Files Intent to Purchase Trident Microsystems' Set-Top Box Business Unit
GlobeNewswire
2012-01-04





  Planned Acquisition Significantly Expands and Diversifies Revenue and
    Product Mix, Accelerates Penetration of the Global Connected Home
                          Entertainment Market
                                    
      Conference Call to be Webcast Today at 5:30 a.m. Pacific Time




SAN DIEGO, Jan. 4, 2012 (GLOBE NEWSWIRE) -- Entropic Communications,
Inc. (Nasdaq:ENTR), a leading provider of silicon and software
solutions to enable connected home entertainment, today announced it
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.

"The acquisition of Trident Microsystems' set-top box business provides
an important strategic opportunity for Entropic by enabling us to
combine our best-in-class MoCA solutions, including MoCA2, with
Trident's system on a chip (SoC) business to deliver a complete system
solution to the world's premier cable, telco and satellite service
providers, while expanding our total addressable market over the next
several years," said Patrick Henry, president and CEO, Entropic.
"Additionally, this acquisition would provide us with key talented
resources, increased scale, valuable intellectual property, broader
customer relationships and an expanded worldwide footprint to ensure
sustained success in our core markets and accelerated penetration in
the global SoC markets."

"Trident's set-top box SoC business is highly complementary to
Entropic's leading MoCA solutions product line," said Bami Bastani,
president and CEO, Trident. "Our mutual culture of technical innovation
and execution excellence, along with our multi-year history of product
collaboration, should allow a seamless hand-off for our OEM customers
and service providers."

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(R) 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(R) 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(R)) 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.

For More Information

Entropic management will be holding a conference call today, January 4,
2012, at 5:30 a.m. Pacific Time/8:30 a.m. Eastern Time to discuss the
pending transaction. You may access the conference call via any of the
following:


  Teleconference:       (631) 813-4729      
                                            
  Conference ID:        40337515            
                                            
                        http://ir.entropic. 
  Web Broadcast:        com/events.cfm      
                                            
  Replay:               (404) 537-3406      



About Entropic Communications

Entropic Communications, Inc. (Nasdaq:ENTR) is a leading fabless
semiconductor company that is engineering the future of connected home
networking and entertainment by providing next-generation silicon and
software technologies to the world's leading cable, telco and satellite
service providers, OEMs and consumer electronics manufacturers. As a
co-founder of MoCA (Multimedia over Coax Alliance), Entropic pioneered
and continues to evolve the way high-definition television-quality
video and other multimedia and digital content such as movies, music,
games and photos are brought into and delivered throughout the home.
For more information, visit Entropic at www.entropic.com.

The Entropic Communications logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=4255

Forward-Looking Statements

Statements in this press release that are not strictly historical in
nature constitute "forward-looking statements." Such statements
include, but are not limited to, statements regarding the anticipated
benefits of the proposed acquisition and anticipated timing of
bankruptcy related events impacting the sale process. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause Entropic's actual
results to be materially different from historical results or from any
results expressed or implied by such forward-looking statements. These
factors include, but are not limited to, the risk that the acquisition
will not be completed and that Entropic's expenses related to the
acquisition will not be reimbursed or recouped; risks associated with
Trident's bankruptcy; the risk that Trident's set-top box business will
deteriorate before the acquisition is closed as a result of the
bankruptcy or for other reasons; the risk that Entropic will be
required to invest substantially more in the business, or in
integrating the business with Entropic's existing operations, than
presently anticipated; risks associated with integrating a newly
acquired business which is larger, more geographically dispersed and
substantially more complex than Entropic's existing business;
Entropic's reliance on key employees of the acquired business and the
risk that Entropic will not be able to hire or retain such employees;
risks that Entropic's systems, infrastructure and personnel may not be
adequate to effect a rapid and orderly integration of the acquired
business; risk that anticipated benefits of the acquisition will not be
realized; risks associated with the dependence of the acquired business
on a limited number of suppliers and customers; risks associated with
entering into a new business segment; risks associated with
international operations; technology risks; competition; the risk that
the market for HD video and multimedia content delivery solutions may
not develop as Entropic anticipates; and other factors discussed in the
"Risk Factors" section of Entropic's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2011. All forward-looking statements
are qualified in their entirety by this cautionary statement. Entropic
is providing this information as of the date of this release and does
not undertake any obligation to update any forward-looking statements
contained in this release as a result of new information, future events
or otherwise.


CONTACT: Investor Contact:
         Debra Hart
         Director, Investor Relations
         +1 858.768.3852
         debra.hart@entropic.com
         
         Media Contact:
         Robbin Lynn
         Marketing Communications Manager
         +1 760.579.2261
         robbin.lynn@entropic.com
         
         Chris Fallon
         Ruder Finn for Entropic Communications
         +1 917.974.1667
         fallonc@ruderfinn.com





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