Littelfuse and IXYS announced that they have entered into a definitive agreement under which Littelfuse will acquire all of the outstanding shares of IXYS in a cash and stock transaction. The transaction represents an equity value of approximately $750 million and enterprise value of $655 million. Under the terms of the agreement, each IXYS stockholder will be entitled to elect to receive, per IXYS share, either $23.00 in cash or 0.1265 of a share of Littelfuse common stock, subject to proration. In total, 50% of IXYS stock will be converted into the cash election option and 50% into the stock election option.
IXYS is a global pioneer in the power semiconductor and integrated circuit markets with a focus on medium to high voltage power control semiconductors across the industrial, communications, consumer and medical markets. IXYS has a broad customer base, serving more than 3,500 customers through its direct salesforce and global distribution partners. IXYS reported revenues of $322 million in its fiscal 2017 with an adjusted EBITDA margin of approximately 13.5%.
The combined company is expected to have annual revenues of approximately $1.5 billion, with the following compelling strategic and financial benefits:
- Broader technology platform and capability to expand growth into industrial and electronics markets
- Increased long-term penetration of power control portfolio in automotive markets, expanding global content per vehicle
- Heightened engineering expertise and intellectual property around high voltage and silicon carbide semiconductor technologies
- Increased presence in the semiconductor industry, adding to our scale and volume
- Strong relationships and complementary overlap in major global electronics distribution partnerships enabling cross-selling
- Immediately accretive to adjusted EPS and free cash flow post transaction close
- Expect to generate more than $30 million in annualized cost savings; additional future value created from revenue synergies and tax rate reduction
“As the largest acquisition in our 90-year history, this is an exciting milestone for Littelfuse,” said Dave Heinzmann, President and Chief Executive Officer, Littelfuse. “IXYS’ extensive power semiconductor portfolio and technology expertise fit squarely within our strategy to accelerate our growth within power control and industrial OEM markets. The combination of Littelfuse and IXYS unites complementary capabilities, cultures and relationships.”
“IXYS will operate as the cornerstone of the combined companies’ power semiconductor business,” said Dr. Nathan Zommer, Chairman and Chief Executive Officer of IXYS. “Both Littelfuse and IXYS have long histories of innovation and customer-focused product development, and together, we will embrace the entrepreneurial spirit that has contributed to IXYS’ success in the power semiconductor and integrated circuits market.”