DGAP-Adhoc: Dialog Semiconductor Plc: Dialog Semiconductor to Acquire Silego Technology, the Leader in Configurable Mixed-Signal ICs

DGAP-Ad-hoc: Dialog Semiconductor Plc. / Key word(s): Acquisition/Mergers & 
Acquisitions 
Dialog Semiconductor to Acquire Silego Technology, the Leader in Configurable 
Mixed-Signal ICs 
 
05-Oct-2017 / 08:22 CET/CEST 
Disclosure of an inside information acc. to Article 17 MAR, transmitted by 
DGAP - a service of EQS Group AG. 
The issuer is solely responsible for the content of this announcement. 
 
Dialog Semiconductor to Acquire Silego Technology, the Leader in Configurable 
Mixed-Signal ICs 
_Ad-hoc announcement in accordance with Article 17 MAR_ 
 
- _Establishes Dialog as the #1 player in an emerging and fast-growing 
Configurable Mixed-signal IC (CMIC) market_ 
 
_- Expands Dialog's current addressable market by over $1.4 billion, 
solidifying Dialog's position in IoT, mobile computing and automotive_ 
 
_- Deepens Dialog's customer relationships through well-established and 
differentiated product offering and brings new customers _ 
 
_- Accelerates Dialog's revenue growth and is accretive to underlying1 EPS in 
full calendar year 2018_ 
 
*London, United Kingdom - October 05, 2017 *- Dialog Semiconductor plc [1] 
(XETRA:DLG [2]), a provider of highly integrated power management, AC/DC power 
conversion, charging, and low power connectivity technology, announced today 
that it has signed a definitive agreement to acquire privately-held Silego 
Technology Inc., [3] the leading provider of Configurable Mixed-signal ICs 
(CMICs), for a cash payment of $276 million with additional contingent 
consideration of up to $30.4 million. 
 
Headquartered in Santa Clara, California with approximately 235 employees 
worldwide, Silego is the pioneer and market leader in CMICs that integrate 
multiple analog, logic, and discrete component functionality into a single 
chip. Silego's intuitive CMIC software interface allows customers to easily 
configure these functions and prototype a custom IC in hours with much greater 
design flexibility. This technology enables OEMs to reduce board space, 
simplify their supply chain, and accelerate time-to-market. Silego's solutions 
are increasingly being used across a broad range of new applications, with 
over 3 billion units sold. 
 
The acquisition of Silego will complement Dialog's market leadership by 
increasing Dialog's content at existing customers and expanding its customer 
base. The breadth of the new product portfolio will strengthen Dialog's 
presence in markets including IoT, computing and automotive. 
 
Silego anticipates achieving over $80 million of revenue in 2017 and 
double-digit growth in 2018. The transaction is expected to be accretive to 
Dialog's underlying EPS for full calendar year 2018 and accretive to Dialog's 
gross margin. The transaction is projected to close in the fourth calendar 
quarter of 2017, subject to customary closing conditions. Dialog expects to 
fund the transaction from existing cash. 
 
Contact: 
Jose Cano 
Director, Investor Relations 
[e-mail] 
[phone] 
 
Information and Explanation of the Issuer to this News: 
 
'The acquisition of Silego brings a highly complementary technology to Dialog. 
What Silego has developed is truly unique - a mixed-signal platform which 
customers can configure to their design requirements on the fly, drastically 
reducing the time to bring their products to market,' said Jalal Bagherli, CEO 
of Dialog. 'With global scale and customer access, Dialog is the right 
platform to further accelerate industry wide CMIC adoption. Furthermore, we 
gain an exceptional group of talented people that will fit well with Dialog's 
culture. Together, we will significantly increase the value we can bring to 
our customers by creating a better-positioned and more-diversified mixed 
signal offering.' 
 
_'We believe Dialog will be a great environment for the Silego team to grow as 
part of a much larger company serving global customers,' stated John Teegen, 
CEO of Silego Technology. 'Our proprietary and configurable approach has 
allowed Silego to establish leadership while creating a new market. By 
leveraging Dialog's technology and capabilities, I am confident we can further 
drive adoption of CMICs.' _ 
 
Barclays is acting as the financial advisor to Dialog, and Hogan Lovells is 
acting as its legal counsel for the transaction. 
 
*Conference Call Details* 
Dialog Semiconductor invites you today at 9.30 am (London) / 10.30 am 
(Frankfurt) to take part in a live conference call and to listen to 
management's discussion of the transaction. Participants will need to register 
using the link below labelled 'Online Registration'. A full list of dial in 
numbers will also be available. To register for the call and receive dial in 
numbers, the conference PIN and a unique User ID please click on the link 
below: 
 
http://members.meetingzone.com/selfregistration/registration.aspx?booking=FDfB 
XdvaWRf09UI2Ekiznd4llNita2lvxax0wurQvA4=&b=d58ae4ab-80e5-47f2-8295-e04d92bbba8 
3 [4] 
 
*About Dialog Semiconductor* 
Dialog Semiconductor is a leading provider of integrated circuits (ICs) that 
power mobile devices and the Internet of Things. Dialog solutions are integral 
to some of today's leading mobile devices and the enabling element for 
increasing performance and productivity on the go. From making smartphones 
more power efficient and shortening charging times, enabling home appliances 
to be controlled from anywhere, to connecting the next generation of wearable 
devices, Dialog's decades of experience and world-class innovation help 
manufacturers get to what's next. 
 
Dialog operates a fabless business model and is a socially responsible 
employer pursuing many programs to benefit the employees, community, other 
stakeholders and the environment we operate in. Dialog Semiconductor plc is 
headquartered in London with a global sales, R&D and marketing organization. 
In 2016, it had approximately $1.198 billion in revenue and was one of the 
fastest growing European public semiconductor companies. It currently has 
approximately 1,800 employees worldwide. The company is listed on the 
Frankfurt (FWB: DLG) stock exchange (Regulated Market, Prime Standard, ISIN 
GB0059822006) and is a member of the German TecDax index. For more 
information, visit www.dialog-semiconductor.com [1]. 
 
*About Silego Technology* 
Silego, headquartered in Santa Clara, California, is a fabless semiconductor 
company that designs and sells highly configurable power, logic and timing 
mixed-signal ICs. Silego chips offer the combination of mixed signal 
functionality and programmable logic in small footprints and at a low cost. 
Its analog mixed-signal IC design platform presents a new paradigm for 
designers by accelerating customers' time to market, leading to deep, 
long-standing customer engagement. The company has operations in Taiwan, and 
additional design and technology centers in China, Korea and Ukraine. For more 
information, visit www.silego.com [3]. 
 
*Forward Looking Statements* 
This announcement contains forward-looking statements that reflect 
management's current views with respect to future events. Forward-looking 
statements include but are not limited to: (i) Dialog's plans, objectives, 
expectations and intentions, the benefits of the proposed acquisition, and the 
expected timing of completion of the transaction; (ii) expected adoption of 
new technologies, expected developments in product portfolio, expected future 
design wins, expected incorporation of products in those of customers, and 
expected financial results; and (iii) expected cost, revenue technology and 
other synergies of the proposed acquisition and business and management 
strategies. 
 
These forward-looking statements are based upon the current beliefs and 
expectations of the management of Dialog and involve risks and uncertainties 
that could cause actual results to differ materially from those expressed in 
the forward-looking statements. Many of these risks and uncertainties relate 
to factors that are beyond Dialog's ability to control or estimate precisely 
and include but are not limited to: (i) the possibility that the proposed 
merger does not close when expected or at all, the ability to obtain the 
approval of antitrust authorities necessary to complete the proposed 
acquisition, or that the companies, in order to achieve governmental and 
regulatory approvals, may be required to modify aspects of the proposed 
acquisition or to accept conditions that could adversely affect the combined 
company or the expected benefits of the proposed acquisition; (ii) the 
inherent uncertainty associated with financial projections; (iii) the ability 
to realize the expected synergies or savings from the proposed acquisition in 
the amounts or in the timeframe anticipated; (iv) the potential harm to 
customer, supplier, employee and other relationships caused by the 
announcement or closing of the proposed acquisition; (v) the ability to 
integrate Silego's businesses into those of Dialog's in a timely and 
cost-efficient manner; (vi) the development of the markets for Silego's 
products; (vii) dependence on key personnel; and (viii) other risks described 
under the heading 'Managing risk and uncertainty' in Dialog Semiconductor's 
most recent Annual Report. 
 
We do not intend or assume any obligation to update any forward-looking 
statement, which speaks only as of the date on which it is made, however, any 
subsequent statement will supersede any previous statement. 
 
_1 _*Underlying measures quoted in this Press Release are non-IFRS measures* 
 
*Purchase price allocation* 
Financial information presented in this Press Release does not reflect the 
allocation of the purchase price of Silego Technologies to its identifiable 
assets and liabilities at the acquisition date that will be performed in 
accordance with IFRS. 
 
*Underlying measures* 
Underlying measures of performance are non-IFRS measures because they exclude 
amounts that are included in, or include amounts that are excluded from, the 
most directly comparable measure calculated and presented in accordance with 
IFRS or are calculated using financial measures that are not calculated in 
accordance with IFRS. We do not regard non-IFRS measures as a substitute for, 
or superior to, the equivalent IFRS measures. Non-IFRS measures presented by 
us may not be directly comparable with similarly-titled measures used by other 
companies. 
 
Underlying measures of performance presented in this Press Release exclude the 
following specific items of income and expense that are recognized in profit 
or loss in accordance with IFRS: 
 
- share-based compensation expense and related payroll taxes; 
 
- amortization of identifiable intangible assets recognized in business 
combinations; 
 
- transaction costs incurred in relation to the acquisition of Silego 
Technologies; 
 
- integration costs incurred in relation to Silego Technologies; 
 
- the non-cash element of the interest expense recognized in relation to a 
patent licensing agreement that is accounted for as a finance lease within 
other intangible assets; 
 
- the effect on profit or loss of changes in the fair value of strategic 
investments; and 
 
- the income tax effect of each of the above items, which is calculated by 
considering the specific tax treatment of each item and by applying the 
relevant statutory tax rate to those items that are taxable or deductible for 
tax purposes. 
 
ENDS 
 
NOTES 
Dialog and the Dialog logo are trademarks of Dialog Semiconductor plc or its 
subsidiaries. All other product or service names are the property of their 
respective owners. (c) Copyright 2017 Dialog Semiconductor All rights 
reserved. 
 
*Investor Contacts:* 
Jose Cano 
Dialog Semiconductor 
Phone: [phone] 
[e-mail] 
 
Matt Dixon 
FTI Consulting 
Phone: [phone] 
[e-mail] 
 
Anja Meusel 
FTI Consulting 
Phone: [phone] 
[e-mail] 
 
*Media Contacts:* 
Lauren Ofstedahl 
Dialog Semiconductor 
Phone: [phone] 
[e-mail] 
Web: www.dialog-semiconductor.com [1] 
Twitter: @DialogSemi [5] 
 
05-Oct-2017 CET/CEST The DGAP Distribution Services include Regulatory 
Announcements, Financial/Corporate News and Press Releases. 
Archive at www.dgap.de 
Language: English 
Company:  Dialog Semiconductor Plc. 
          Tower Bridge House, St. Katharine's Way 
          E1W 1AA London 
          United Kingdom 
Phone:    [phone] 
Fax:      [phone] 
E-mail:   [e-mail] 
Internet: www.dialog-semiconductor.com 
ISIN:     GB0059822006 
WKN:      927200 
Indices:  TecDAX 
Listed:   Regulated Market in Frankfurt (Prime Standard); Regulated 
          Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, 
          Stuttgart, Tradegate Exchange 
 
End of Announcement DGAP News Service 
 
616049 05-Oct-2017 CET/CEST 
 
 
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October 05, 2017 02:22 ET (06:22 GMT)