Adesto Announces Acquisition of S3 Semiconductors

Adesto Technologies (NASDAQ:IOTS), a leading provider of innovative, application specific semiconductors for IoT era announced it has acquired Dublin based S3 semiconductors. The company said that the transaction is valued at approximately $35 million with an additional earn-out provision based on certain milestones to the end of calendar year 2019.

As quoted in the press release:

Highlights of expected benefits of the transaction include:

• Expands Adesto’s portfolio of products and technologies with analog, mixed-signal, and RF solutions and IP
• Accelerates revenue and customer growth in communications and industrial IoT with immediate cross-selling opportunities and nominal customer overlap
• Increases dollar content potential for IoT edge nodes
• S3 Semiconductors is a highly-valued design partner of Arm Holdings
• Adds high-value embedded systems expertise and mixed-signal engineering team
• Immediately accretive to gross margin and adjusted EBITDA

“Building on our leadership position in IoT memories, today we take a meaningful step in becoming a supplier of a broad range of innovative semiconductor products and solutions for the IoT markets,” said Narbeh Derhacobian, CEO of Adesto. “S3 Semiconductors has a proven track record of designing and delivering differentiated ASIC products, and an extensive IP portfolio developed by a talented team of design engineers over many years. Through this acquisition, we are significantly expanding our customer base and SAM with a broader product portfolio and comprehensive systems expertise to deliver a complete solution to our customers.”

Dermot Barry, vice president and general manager of S3 Semiconductors, commented, “Over the years, S3 Semiconductors has built a first-class team that is focused on creating complex, high-quality custom products. Joining forces with Adesto gives us access to a broader sales channel with a diversified group of top-tier customers who will benefit from our ability to deliver highly optimized ASICs with unrivaled cost economies. Moreover, the combined company is well-positioned to gain increasing traction in IoT to drive toward the next phase of innovation and growth.”

S3 Semiconductors will become a business unit of Adesto and will continue to operate under its current operating model across existing global sites, including its four design centers in Dublin, Cork, Prague and Lisbon.

Adesto financed the transaction with existing cash and a new credit facility in the amount of $35 million. Concurrent with the close of the new credit facility, Adesto terminated its former credit facility with Western Alliance Bank, which included paying off an outstanding term loan with a principal amount owed of $12 million.

ROTH Capital is serving as financial advisor and placement agent to Adesto, and Menalto Advisors is serving as financial advisor to S3 Group.

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