WJ Communications stockholders yesterday approved the merger agreement dated March 9, 2008. Following Thursday’s stockholder approval, TriQuint and WJ closed the merger pursuant to the terms of the merger agreement. WJ Communications stock has ceased to be publicly traded and is no longer listed on NASDAQ.
“Completing the acquisition strengthens an already powerful line-up of TriQuint products designed around the needs of our customers,” remarked Ralph Quinsey, TriQuint President and CEO. “TriQuint is the only company serving diverse yet synergistic markets that include mobile handsets, networks infrastructure, military and commercial foundry with such a broadly balanced product portfolio. Our strategy has long been to build a company focused on the RF needs of wireless applications, and the WJ portfolio adds important components for network infrastructure.”
“TriQuint’s acquisition of WJ Communications will complement the company’s successful merger strategy that has added to its technology and IP portfolio,” said Asif Anwar, Director, GaAs and Semiconductor Technologies, Strategy Analytics. “TriQuint can now target a wider range of markets with an even more balanced portfolio focused on networks RF systems. Strategy Analytics projects strength in network infrastructure and base station expansion to continue, reaching $776 million by 2011.”
Acquiring WJ Communications builds on TriQuint’s long-standing strategy to offer complete RF front-end solutions that add value and lower overall system costs. This strategy led TriQuint to acquire SAWTEK in 2001 for its surface acoustic wave (SAW) filter expertise, followed by other portfolio-expanding acquisitions including bulk acoustic wave (BAW) filter technology from TFR Technologies in 2005. RF LDMOS and wideband RF transistor technologies were acquired in 2007 from Peak Devices. Adding WJ Communications’ products in 2008 completes the RF front-end portfolio for cellular base stations including next-generation technology like WCDMA, LTE and emerging 3G standards such as China’s TD-SCDMA.
WJ Communications has a growing portfolio of TD-SCDMA products, including multi-chip integrated modules successfully marketed to a major Chinese base station radio manufacturer. Industry researcher In-Stat projected in a May 20071 report that the TD-SCDMA market could reach 52 million subscribers by 2011 and that rapid growth was expected in 2009 and beyond. The development of highly-efficient integrated modules for base stations is a key aspect of TriQuint’s networks market strategy, according to Brian P. Balut, TriQuint Vice President, Networks.
“WJ’s gain block portfolio complements our base station line-up with very little overlap,” said Mr. Balut. “For example: there are three functionally-related areas in a base station RF amplifier circuit comprised of predriver, driver and output stages. WJ’s lower-power, high-voltage HBT products are well suited as predrivers and drivers, while our high-power devices serve the driver and output stages.”
“WJ’s development of highly-integrated modules for network infrastructure parallels our own. It’s a perfect match,” Mr. Balut added. “The success WJ has achieved with a major TD-SCDMA base station manufacturer in China is testament to their strong technology. We expect continued growth in this segment tied to increasing 3G and 4G applications in the US and Europe, and major mobile phone network build-outs in China, India and other regions.”
In conjunction with this transaction, TriQuint has issued 870,219 stock options to 132 former WJ employees under the 2008 Inducement Award Program, which TriQuint's board of directors adopted to facilitate granting equity awards as an inducement to join the company. TriQuint has today announced these new employee inducement grants, as required by NASDAQ Marketplace Rule 4350(i)(1)(a)(iv), which were made outside TriQuint’s stockholder-approved stock incentive plans.
The stock options granted as part of the award program have a 10-year life, vest 25% on the first quarterly vest date following twelve months from the date of grant, with the remaining 75% of the option vesting in equal quarterly installments of 6.25% over the next twelve quarterly vesting dates. They have an exercise price of $6.81, which is the closing price of TriQuint’s common stock on the date of the grants.
1 In-Stat Report: May, 2007. ©In-Stat
Market Research, “TD-SCDMA Market: Handsets
Will Not Be the Bottleneck ”
