The correction refers to an incomplete sentence "Shareholders representing approximately 41 per cent of the current outstanding voting rights of Sivers have committed to vote in favour of the transaction". This sentence has now been corrected: "Shareholders representing approximately 41 per cent of the current outstanding voting rights of Sivers have committed or indicated intention to vote in favour of the transaction."
Sivers Semiconductors to acquire MixComm, a US mmWave challenger
Sivers Semiconductors AB (“Sivers”; Nasdaq Stockholm: OM.SIVE) has today entered into an agreement to acquire 100 per cent of the share capital of MixComm Inc. (“MixComm”), a US-based mmWave challenger fabless semiconductor company, for an initial purchase price of USD 135m (approximately SEK 1,173 million) on a debt-free basis. The consideration will be paid through a combination of USD 22.5 million (SEK 196 million) in cash and USD 112.5 million (approximately SEK 978 million) in 39,335,664 newly issued Sivers shares based on the 10-day volume weighted average price of a Sivers share prior to signing of the agreement. In addition, there is a performance-based earn-out of up to USD 20 million (SEK 174 million) to be paid in new Sivers shares based on the same share exchange ratio, tied to the achievement of certain commercial customer milestones within nine months from signing. Following this announcement, Sivers intends to effect a directed share issue to fund the cash consideration, transaction fees and expenses, and the ongoing working capital needs of the combined business.
Following completion, the enlarged Sivers group will be a global leader in 5G mmWave semiconductors, with strong capabilities and a broad joint IP portfolio of RFIC/BFIC (radio frequency/beam forming integrated circuits) chipsets in a wide variety of mmWave semiconductor technologies, including SiGe (Silicon Germanium) and RF-SOI (RF silicon-on-insulator). This IP portfolio will cover a broad spectrum of possible mmWave use cases such as unlicensed 5G, licensed 5G infrastructure, fixed wireless access (FWA) customer premises equipment (CPE) and satellite communications (SATCOM), with industry leading performance. The acquisition also enables the combined businesses to bring MixComm’s industry-first Antenna-in-Package technology to all mmWave applications.
Through this combination, Sivers will increase its total number of design wins by approximately 70 per cent to 44, as well as double the number of design wins expected to enter volume production within the next 12 months, from eight to 16. MixComm currently has 18 design wins, including with a major Tier 1 5G infrastructure customer, and a significant pipeline of potential new customer opportunities. MixComm has approximately 20 patents currently filed, granted or exclusively licensed and reported USD 1.3 million in revenue in H1 2021 with a strong sales pipeline for the coming year. MixComm estimates that its top three customers could generate approximately USD 70 million in aggregate revenue for 2022-2024, and an incremental USD 70 million in revenue from the Tier 1 customer in the 2025-2026 time period. The acquisition is expected to drive synergies across both revenue and product development through the significant level of commercial and technical complementarity, as well as the broader geographic coverage.
Driven by the exponential growth of the wireless connectivity and telecommunications sectors, the semiconductor industry is undergoing a significant technology-based transformation. This is supporting the deployment of new technologies such as the implementation of 5G connectivity, providing opportunities to reach new levels of efficiency and customer value.
Founded in 2017, MixComm is headquartered in Chatham, New Jersey (USA) and has design centres in Oregon and California. It is an active US participant in the 5G BFIC (repeaters/base stations), SATCOM and radar verticals. Led by a world class executive team, the company was built on more than 10 years of development at Columbia University led by Dr. Krishnaswamy (MixComm’s Co-Founder and CTO) through externally funded research projects totalling approximately USD 94 million across all projects and participants. The majority of MixComm’s employees hold a PhD and the company is the first and only mmWave company selected to join the 5G Open Innovation Lab founded by T-Mobile and Intel. MixComm’s flagship BFIC, the SUMMIT 2629, was the recipient of numerous “Best Products” citations in 2020, including “The Broadband Innovation of the Year” from the Mobile Breakthrough Awards. MixComm has established partnerships with GlobalFoundries (who is also a minority investor in MixComm) for RF-SOI fabrication, packaging and test services, and with Richardson RFPD for distribution and logistics globally. MixComm is currently majority owned by its founders, employees and Kairos Ventures, a leading US venture capital investor that identifies and commercializes the world’s leading scientific discoveries into viable businesses. Kairos will become a significant shareholder of Sivers following the closing of the transaction.
Completion of the acquisition is conditional upon, inter alia, the approval at an Extraordinary General Meeting (EGM) of Sivers to authorize the Board of Directors to issue the consideration shares as well as regulatory approval by CFIUS (the Committee on Foreign Investment in the United States). The EGM is expected to be held in the first half of November 2021. Shareholders representing approximately 41 per cent of the current outstanding voting rights of Sivers have committed or indicated intention to vote in favour of the transaction The EGM will also propose the appointment of Todd Thomson, Chief Operating and Financial Officer of Kairos Ventures, to the Board of Directors of Sivers upon completion of the acquisition.
Completion is expected to take place by mid-Q1 2022 subject to the fulfilment of all conditions. The consideration shares would represent approximately 29 per cent of the current outstanding share capital of Sivers (assuming the earn-out is paid in full). The shares issued to the sellers will be subject to a lock-up of 12 months for 50 per cent of the consideration shares and 18 months for the remaining 50 per cent of the consideration shares.
“We have worked closely with the MixComm team to finalize this acquisition and it has been a great pleasure getting to know many of the team members. MixComm has in a short time period been able to build a very impressive customer list as well as sales funnel. MixComm and Sivers have the same philosophy when it comes to building partnerships within the mmWave eco-system and by adding these eco-systems together we will create an even greater combined entity. I would like to welcome MixComm into the Sivers family and look forward to executing on all the exciting plans we have together”, said Anders Storm, Group Chief Executive Officer of Sivers.
“Sivers and MixComm share a vision for mmWave’s impact and potential. Combining with Sivers will accelerate that impact and amplify that potential. The MixComm team is proud of what we have achieved and excited where
we will go now as part of the Sivers family”, said Mike Noonen, Chief Executive Officer of MixComm. Dr. Harish Krishnaswamy, Co-Founder and CTO of MixComm, added “In Sivers, we see a company that has the same philosophy as MixComm when it comes to technical excellence, out-of-the box thinking, and customer partnerships and service. I have no doubt that the combined entity will not only match but, through our synergies, significantly exceed the exponential growth that the individual entities are currently seeing”.
Sivers is being advised by IA Global Capital (financial advisor), Squire Patton Boggs (US law), Hansen (Swedish law), Setterwalls (Swedish law), PwC (tax) and Cohn Reznick (financial due diligence). MixComm is being advised by BofA Securities (financial advisor), Cooley (US law) and Vinge (Swedish law).
Sivers will hold webcast presentations on Friday October 15, 2021 at 08.00 CEST and 18.00 CEST.
Presentation materials will be made available at http://www.sivers-semiconductors.com/investors
For further information, please contact:
Anders Storm, Group Chief Executive Officer, Tel: +46 70 262 6390
E-mail: [email protected]
Jaimee Pavia, Prosek, Tel: +1 310 695 1413
E-mail: [email protected]
This information is information that Sivers Semiconductors AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the Sivers contact person set out above, at 17.31 CEST on October 14, 2021.
Sivers Semiconductors AB is a leading and internationally recognized technology company that, through its two business areas Wireless and Photonics, supplies chips and integrated modules. Wireless develops RF chips and antennas for advanced 5G systems for data and telecommunications networks. Photonics develops and manufactures semiconductor-based optical products for optical fiber networks, sensors and optical fiber communications (Li-Fi). The company is listed on Nasdaq Stockholm under SIVE. The head office is located in Kista, Sweden. For more information, visit: http://www.sivers-semiconductors.com
MixComm, based in Chatham, N.J., is a leading mmWave company developing transformative solutions for emerging wireless applications and markets. In 2020, MixComm introduced its first of a portfolio of millimeter wave products that deliver revolutionary levels of performance and integration for 5G infrastructure and Satellite Communication. For more information, visit: http://www.mixcomm.com
Sources and bases
(1) An exchange rate of SEK 8.69/USD has been used throughout this announcement.
(2) The percentages of Sivers share capital to be issued pursuant to the transaction and for which EGM voting commitments have been secured are based on the current number of Sivers shares and voting rights in issue before the intended directed share issue.
This press release contains forward-looking statements that reflect Sivers’ intentions, assessments, or current expectations about and targets for Sivers’ future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which Sivers operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Sivers believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Sivers does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither Sivers nor anyone else undertakes to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq Stockholm’s rule book for issuers.