Gennum Acquires Nanotech Semiconductor
Significantly strengthens mixed signal portfolio and ability to capitalize on fast growing consumer connectivity market.

BURLINGTON, ON AND BRISTOL, UK - Gennum Corporation (TSX: GND) announced today it has acquired Nanotech Semiconductor Limited, a leading fabless IC company specializing in advanced CMOS mixed-signal ICs for fiber optic communications. This acquisition, pursuant to which Gennum paid USD$34 million in cash and agreed to an earn-out as described below, further strengthens Gennum's growth strategy in the optical transceiver IC market by adding state-of-the-art CMOS products and technology for high volume applications such as Ethernet, PON, telecom and consumer optics.

Today, Gennum's extensive 10Gb/s-100Gb/s optical IC portfolio provides complete solutions for use in optical transceivers. The acquisition of Nanotech further extends Gennum's leadership and portfolio by enabling the company to offer 100Mb/s to 100Gb/s optical IC solutions to fast growing markets such as Fiber to the home (PON) and Ethernet. Nanotech's low cost CMOS technology together with Gennum's high performance SiGe technology allows Gennum to address optical networking markets 'from inception to maturity'.

The transaction is expected to result in a number of benefits, including the following:

  • Increased market presence in an expanded, US$1.3 billion addressable market
  • A strongly positioned business with a highly differentiated optical transceiver IC portfolio, spanning the entire optical speed range from 100Mb/s to 100Gb/s
  • Strengthened optical transceiver IC market position for telecom, Ethernet, PON and consumer optics applications
  • State of the art CMOS technology to deliver groundbreaking low cost optical IC products
  • Addresses customers' need to consolidate the supply chain and provide a convenient one-stop-shop for optical transceiver ICs at all data rates
  • Increased revenues, with Nanotech's revenues for the year ended December 31, 2010 being approximately US$7.4 million and current revenues being approximately US$1.0 million per month

"Through this acquisition, Gennum has significantly strengthened our mixed-signal and optical product portfolio and added critical CMOS technology capability enabling our company to address a broader range of high growth networking markets such as Fiber to the Home, Ethernet and consumer optics," said Dr. Franz Fink, President and Chief Executive Officer of Gennum. "We have listened to our customers' needs to simplify the supply chain and can now provide them with one of the most complete optical transceiver ICs portfolios spanning all data rates. Indeed, we believe the Nanotech portfolio coupled with Gennum's high speed mixed signal and optical portfolio will increase our ability to provide more, high value products resulting in increased growth opportunities for Gennum."

"We are excited to join Gennum and create one of the industry's most compelling optical IC transceiver portfolios," said Gary Steele, Founder, CEO and Chairman of the Board of Nanotech. "By integrating our recognized expertise in low cost, high performance CMOS based optical products and technologies and talented employees with Gennum's high speed optical products and global organization, customers will gain access to a uniquely comprehensive portfolio and product roadmap."

Expansion of Optical Transceiver Portfolio to Accelerate Growth Strategy
Gennum expects the combined portfolio will deliver highly differentiated optical products that capture a greater portion of the silicon content in applications such as telecommunications, networking, fiber to the home, and consumer connectivity

The Nanotech portfolio includes industry-leading CMOS based optical ICs. These products span the following optical markets:

  • OC-3, OC-12, Gigabit Ethernet based telecommunications applications
  • GEPON, GPON for fiber to the home applications
  • Fast Ethernet, Gigabit Ethernet based networking applications
  • Firewire, Fast Ethernet, Gigabit Ethernet, HDMI for consumer applications

The combination of Gennum's industry leading 10Gb/s, 40Gb/s and 100Gb/s signal integrity products with Nanotech 100Mb/s-10Gb/s CMOS portfolio, creates a highly differentiated set of optical solutions giving customers a unique roadmap, with increased functionality that reduces their overall system cost, improves performance and accelerates their time to market.

Opportunity to Address High Speed Consumer Optics and Connectivity Market.
The need for increased connection speed to transfer data is a growing trend in consumer products. High speed copper and optical-based consumer connectivity holds the promise to increase connection speeds to 10Gb/s and faster.

Key elements to success in serving the consumer connectivity market are providing low cost, high performance solutions. Through the combination of Gennum's 10Gb/s signal integrity ICs and Nanotech's cost competitive, low power CMOS capabilities, this acquisition has strongly positioned the combined entity to provide compelling high speed copper and optical based IC products for many main-stream consumer connectivity products.

Transaction Summary
Under the transaction, Gennum acquired all of the outstanding shares of Nanotech at a purchase price of US$34 million plus an amount of up to US$6 million payable under an earn-out for the achievement by Nanotech of revenue targets over the next 12 months between US$10 million and US$14 million. Based on information provided by Nanotech, Gennum expects that the transaction will be accretive on a non-GAAP* basis and approximately neutral to its GAAP earnings in the fiscal year ending November 30, 2011. Gennum expects the transaction to be accretive to its GAAP earnings in fiscal 2012.



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