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Virage Logic Announces Intent to Acquire ARC International

By John Donovan

Virage Logic logo

August 18, 2009 -- Virage Logic Corporation today announced its intent to acquire publicly held ARC International plc. The proposed acquisition would expand Virage Logic's ability to serve the global semiconductor market by complementing its existing portfolio of physical IP and standards-based advanced interface IP with ARCís processor IP, a necessary component for complex System-on-Chip (SoC) integrated circuits.

The acquisition makes sense for both companies. Virage Logic has long been out to broaden its IP product portfolio, transitioning to predominately standard products from custom product IP. The acquisition of ARC’s configurable processor cores—in particular its capable multimedia products—will greatly expand Virage’s IP offerings. In some ways this is reminiscent of ARM’s acquisition of Artisan in 2004, though in this case it’s the processor vendor who’s being acquired. The result will be an integrated product line, available at the foundry level, that will merit a closer look by SoC designers.

ARC International logo

For those who have been quietly pulling for ARC over the years, it’s a sad but inevitable exit strategy. While ex-CEO Carl Schlachte deserves credit for refocusing the company’s technical resources, he never could pull it out of the red, and the restructuring expenses contributed to mounting losses, which probably explains his sudden departure in May. With revenue for the six months ended June 30, 2009 at a paltry $11.0m, it was time to sell the company.

The proposed all-cash transaction values ARC at 16.25 pence per share, or an equity value of approximately £25.2 million ($41.0 million) on a fully-diluted basis. The Directors of ARC have recommended unanimously that ARC’s shareholders accept the offer. Virage Logic expects that the offer document will be mailed to ARC shareholders shortly. The offer period will extend for a minimum of 21 days from the date the offer document has been mailed, and the transaction is expected to close by the end of Virage Logic’s first fiscal quarter of 2010, which ends on December 31, 2009. The offer is subject to certain limited closing conditions, including that at least 90% of the ARC shares have been tendered into the offer.

"The acquisition of ARC would represent another significant milestone in the execution of our vision of establishing Virage Logic as a broad-line supplier of highly differentiated semiconductor IP to our global IDM, foundry and fabless customers. Through both our organic and inorganic growth initiatives, we have significantly expanded our portfolio of standard products,” said Dan McCranie, Virage Logic’s executive chairman in a statement. “With approximately $24 million in revenue for the trailing twelve months ended June 30, 2009 and over 150 customers, ARC would contribute meaningful scale to our business. Furthermore, ARC would significantly expand our market opportunity to include microprocessor cores, the largest segment of the semiconductor IP market.”

"In our engagements with well over 300 existing worldwide customers, we have seen the need to provide additional IP building blocks to enable successful and timely development of large SoC products," said Dr. Alex Shubat, president and CEO of Virage Logic. "Our highly differentiated product portfolio comprising memory compilers, logic libraries, non-volatile memory, test and repair solutions, and high speed interfaces have set the standard for superior quality and value added features for a variety of end applications. By bringing ARC’s talented team into our company, we will be complementing our existing technological and operational nucleus to provide even more comprehensive product solutions for our customers."

"ARC has established a leading position in the provision of customizable Solution-to-Silicon IP to consumer and semiconductor companies globally. The company has been rationalized and strengthened under its new leadership, and with its market-leading technology and outstanding worldwide customer base, ARC is well positioned for a successful future,” said Richard Barfield, Chairman of ARC. “As Virage Logic has recognized, the combination of the technology, expertise and customer bases of ARC and Virage Logic will create substantial opportunities for the Enlarged Group and its customers. In addition, the ARC Directors believe that the Offer delivers value and certainty to ARC Shareholders. Consequently, the ARC Directors are able to recommend the Offer unanimously to ARC Shareholders.”

On a non-GAAP basis, which excludes the effects of FAS123R stock compensation expense, restructuring, and amortization of intangible assets and acquisition related charges, Virage Logic expects the proposed acquisition to be accretive between $0.10 and $0.14 earnings per share to fiscal year 2010. Immediately following the closing of the acquisition, Virage Logic expects to have a cash balance of approximately $20 - $23 million.

Cowen and Company, LLC and Arbuthnot Securities Limited are acting as joint financial advisors to Virage Logic. Jefferies International Limited and Woodside Capital Partners are acting as joint financial advisors to ARC.

Virage Logic Corporation
Fremont, CA
(510) 360-8000
www.viragelogic.com

ARC International
San Jose, CA
(408) 437-3400
www.arc.com



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