In the last article
related to the acquisition we provided an explanation of why Kionix chose to
sell and why Rohm chose to buy the company. Since that time this explanation
has been expanded and discussed throughout the MEMS industry around the world.
More specifically, the discussion has led to the amount paid by Rohm for
Kionix. According to the analysis by Yole Finance of the financial statements
of Rohm released in Japan in early November of this year the amount was 21.0
Billion Yen or approximately $233.0 million in cash. This is a
Price-to-Sales-P/S multiple of 4.5x (the median P/S for MEMS from 2000-2009 is
2.15 and the mean is 3.37) which is a premium of 36% compared to the mean
average of 3.37. To extend the discussion of this transaction and provide more
insight to CEO’s and shareholders other MEMS companies on how they can capture
a premium price when executing such a M&A transaction we discussed how this
can be done with Geraldine Andrieux-Gustin and Patrick Keating, the partners at
Yole Finance (a newly-formed division in late 2007 of the Yole Group of
Companies) who are responsible for M&A services for MEMS companies.
i-Micronews: For the MEMS industry this seems to signal the beginning of a
new wave of consolidation by leading mixed signal semiconductor companies and
other integrated players to get into the MEMS industry as it enters in the
mainstream markets. What do you see happening and how does the transaction
involving Kionix and Rohm look to you?
Geraldine Andrieux-Gustin, Partner at Yole Finance: In our
recently released report entitled, “MEMS Players: An Analysis of Financial
Performance” available through Yole Developpement we forecasted this trend and
provided support for the logic behind the growth strategy of a company like
Rohm for making such a transaction. Of course, Kionix was a very attractive
target for Rohm in that it has executed its business model very well and moved
to the expansion stage rather quickly since it was established to focus on its
current product line (after Caliper Networks acquisition of the original Kionix
organization in 2000 that led to the formation of Calient Optical Components).
With a Series A round of $28.5 million of venture capital in 2004 it secured
the necessary financial resources it needed to push the company during its
first phase of growth. Plus, it had a very experienced and successful
team led by Greg Galvin who became its CEO in 2002 after serving on the boards
of both Calient Networks and the new Kionix. So, the inherent value in the
company was probably very evident for Rohm.
i-Micronews: Now that this transaction is becoming more clear to the
market how can existing MEMS companies learn from it and position themselves in
a M&A transaction in order to make the optimum deal and extract a premium
valuation?
Patrick Keating, Partner at Yole Finance: To properly position a
company really depends upon the subsegment of the MEMS industry a specific
organization is involved in right now and how this might fit into the growth
strategy of a potential buyer from within the semiconductor industry such as
Rohm or an integrated company like Robert Bosch that acquired Akustica.
Plus, you have to consider the cultures, M&A experience and integration
planning and execution that a buyer will bring to such a deal. As for capturing
a premium valuation this is driven by the M&A process that is used and how
a private auction is conducted where the offers of several potential buyers are
solicited, reviewed and, in the end, the best offer selected by the selling
company. Coupled with this process is the selection of the right advisor with
experience in MEMS and technology M&A transactions and the right amount of
time to carry out such a transaction from the beginning to the end in a comfortable
fashion that will allow the management and shareholders of the company to make
the right decision. As Yole Finance we are now doing a hard launch of our
M&A services focused on the MEMS industry after preparing ourselves over
the past 12-18 months through a soft launch for the volume of transactions we
see coming in the next 3-5 years. Geraldine and I feel we are now very
well-prepared at Yole Finance to provide these services and we look forward to
serving many of the companies we have known for years in the MEMS Industry.
Companies mentioned in this article:
Akustica
www.akustica.com
Calient Networks
www.calient.com
Kionix
www.kionix.com
Rohm
www.rohm.com
Yole Finance
www.yolefinance.com