ANADIGICS acquired selected assets and certain related obligations from Fairchild Semiconductor’s RF Group on September 5, 2007, and hired 23 of its RF design and engineering employees. It did not buy Fairchild RF products or manufacturing processes. The transaction was announced at $2.3 million; ANADIGICS later reported paying $2.415 million in cash, including transaction costs.
What did ANADIGICS acquire?
The transaction concerned Fairchild’s RF Group in Tyngsboro, Massachusetts, which Fairchild was exiting. ANADIGICS acquired selected assets and assumed certain related obligations, while 23 RF group employees accepted jobs at ANADIGICS. The company’s announcement described the deal as an acquisition of Fairchild’s RF team and assets; its later SEC filing spells out what transferred.
| Included in the transaction | Not included |
|---|---|
| Equipment used to research and develop RF integrated circuits for broadband wireless communications | Products |
| Fixed assets | Manufacturing processes |
| Non-exclusive rights to certain intellectual property | |
| The assembled workforce, including 23 RF group staff who accepted employment |
The Form 10-K’s purchase-price allocation assigned estimated fair market values of $1.723 million to fixed assets, approximately $168,000 to non-exclusive intellectual property rights, and $524,000 to the assembled workforce. These are accounting allocations, not separately negotiated prices for each component.
How much did ANADIGICS pay?
ANADIGICS’s September 5, 2007 announcement gave the acquisition value as $2.3 million. In its fiscal 2007 Form 10-K, filed in 2008, the company recorded $2.415 million in cash paid, including $115,000 in transaction costs. The figures reflect different reporting contexts: the first is the announcement’s stated value, while the second is the later accounting disclosure.
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Why did ANADIGICS buy the team?
ANADIGICS said it wanted specialized RF engineering talent to support and accelerate development of RF active semiconductor devices for 3G cellular, WiFi, and WiMAX. President and CEO Bami Bastani described such expertise as scarce in the industry and important in the company’s growing markets. These were management’s reasons and expectations at the time, not evidence that the deal later produced a particular commercial result.
CFO Tom Shields also said the transaction would raise anticipated fourth-quarter 2007 research and development expenses, while customer demand forecasts and product momentum were expected to offset some of the incremental cost. That was a contemporaneous forecast, not a reported outcome.
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What is known about the acquisition’s later impact?
The cited transaction disclosures establish the staff, assets, cost, and intended markets, but they do not establish revenue, market share, product launches, or return on investment attributable to the Fairchild team. ANADIGICS was later acquired by an II-VI subsidiary: II-VI announced completion on March 16, 2016, effective March 15. That corporate milestone does not identify what became of the 2007 RF assets or measure their performance.
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Sources
- ANADIGICS announcement filed with the SEC, September 5, 2007
- ANADIGICS fiscal 2007 Form 10-K
- II-VI announcement of ANADIGICS acquisition completion, March 16, 2016
Product prices and availability are accurate as of the date/time indicated and are subject to change. Any price and availability information displayed on Amazon at the time of purchase will apply.
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