Synaptics acquires Conexant and Marvell's Multimedia Solutions business

Synaptics Accelerates Consumer IoT Strategy with Acquisitions of Conexant Systems, LLC and the Multimedia Solutions Business of Marvell Technology Group

SAN JOSE, Calif. — Synaptics Incorporated (NASDAQ: SYNA), the leading developer of human interface solutions, today announced that it has signed a definitive agreement to acquire Conexant Systems, LLC, a technology leader in voice and audio processing solutions for the smart home. Synaptics also announced the signing of a definitive agreement to acquire the Multimedia Solutions Business of Marvell Technology Group (NASDAQ: MRVL), a leading provider of advanced processing technology for video and audio applications, also for the smart home. Both organizations have strong technology and market positions, and Synaptics believes the combination will immediately jumpstart its presence in the smart home market. The acquisitions are part of Synaptics’ long term strategy to extend its human interface leadership into the consumer IoT era. With the acquisitions, Synaptics expects gross margins to be accretive immediately and to increase its total addressable market opportunity by 38 percent or $2.8 billion to $10.3 billion by 2020.

“At Synaptics, we have a knack for bringing the right technologies to the right growth markets, and adding voice and video processing solutions to our portfolio blends perfectly into the company’s innovative technology product mix,” said Rick Bergman, President and CEO, Synaptics. “These acquisitions provide Synaptics the industry’s broadest portfolio of human interface solutions and rapidly accelerates the execution of our consumer IoT strategy, driving our next major phase of growth. The acquisitions are expected to add significant revenue, strong margins, new tier-one customers, an increasingly diverse customer base, impressive global talent, and a deep portfolio of intellectual property.”

“Synaptics has a long history of delivering products that drive industry inflection points, which presents an exciting opportunity for us,” said Jan Johannessen, CEO, Conexant. “Our voice and audio processing solutions are enabling an entirely new category of digital personal assistants, and joining forces with Synaptics will help us further disrupt the emerging and growing consumer IoT ecosystem. The two companies share a common vision of investing with partners and customers to deliver powerful human interface solutions for a variety of applications.”

Voice is one of the most exciting and fastest growing human interface modalities today. Conexant, with a portfolio of more than 480 patents granted or pending, is a leading provider of far-field voice solutions with more than 27 million units shipped. Conexant’s voice processing solutions have been featured in more than 60 different products, including a variety of home audio/video applications and home automation devices. In addition to its voice solutions, Conexant is helping the headphone industry go digital with its USB-C CODEC solutions for next generation hearables and wearables.

Marvell’s multimedia product family combines sophisticated video and audio processing solutions with an extensive IP portfolio that capitalizes on consumer’s paradigm shift to on-demand immersive media consumption. Marvell’s advanced media processing technology, coupled with deep content security capabilities, is fundamental to, and deployed in set-top boxes, over-the-top (OTT) streaming media devices that deliver content over the internet, virtual/augmented reality platforms, and digital personal assistants such as smart speakers.

“We’re really excited to join Synaptics and help innovate for the fast-growing consumer IoT market where we can leverage our advanced technologies, broad ecosystem partners, and top-tier customer base,” said Gaurav Shah, current vice president of Marketing and Strategy for the Multimedia Solutions Business of Marvell Technology Group. “Together our complementary technologies and talented global teams are capable of delivering solutions that drive a new generation of smart home products.”

Conexant Systems, LLC Transaction Details:

Subject to certain purchase price adjustments, the consideration of the transaction is approximately $300 million in cash and 726,666 shares of Synaptics’ common stock.

For the year ended September 30, 2016, Conexant’s net revenue was approximately $104 million. Synaptics expects the transaction to be accretive to the Company’s Non-GAAP earnings per share in the first year following the close, excluding transaction related expenses. The acquisition is expected to close in the third calendar quarter of 2017, subject to customary closing conditions and regulatory clearance under the Hart-Scott-Rodino Act.

Marvell Multimedia Solutions Business Transaction Details:

The all-cash transaction is valued at approximately $95 million.

For the year ended January 28, 2017, the Multimedia Solutions Business of Marvell Technology Group net revenue was approximately $94 million. Synaptics expects the transaction to be accretive to its Non-GAAP earnings per share in the first year following the close, excluding transaction related expenses. The acquisition is expected to close in the third calendar quarter of 2017, subject to customary closing conditions.

Synaptics intends to fund the transactions through a combination of cash and debt financing.

Winston & Strawn advised Synaptics in both transactions.