Diodes Inc. To Acquire Zetex plc

April 03, 2008 by Jeff Shepard

Diodes Inc., a global manufacturer and supplier of application specific standard products within the broad discrete and analog semiconductor markets, and Zetex plc, a provider of discrete and high performance analog semiconductor products for signal processing and power management, jointly announced that the companies’ respective Boards of Directors have reached agreement on the terms of the recommended acquisition of Zetex by Diodes. Under the terms of the transaction, shareholders of Zetex will receive 85.45 pence in cash per Zetex ordinary share, valuing the fully diluted share capital of Zetex at approximately $176.3 million USD (based on the US$:GBP$ exchange rate of 1.9778).

"I believe this transaction meets all of our stringent acquisition criteria that we imposed as part of our evaluation process, including our expectation that it will be accretive within twelve months following the close," said Diodes’ President and CEO, Dr. Keh-Shew Lu. "This acquisition will accelerate Diodes’ broad product platform strategy as Zetex will contribute a wide range of new discrete and analog products and capabilities that will aid in deeper penetration of our key end-markets. Additionally, Zetex’s application focus, strong European presence and concentration in the industrial and automotive markets perfectly complement Diodes’ strengths in the consumer, computing and communications markets, primarily in Asia and North America. Furthermore, we believe this combination will create substantial synergies including excellent cross-selling opportunities, together with economies of scale and cost savings by leveraging Diodes’ manufacturing and packaging capabilities and capacity.

"We look forward to further providing the high level of service, support and unwavering commitment to utilizing the most efficient processes and technology across all product lines that our combined customer base has come to expect from each company," Dr. Lu continued. "At the same time, we will work with our customers to ensure they have a clear understanding of our product roadmap should they choose the additional products available to them through this combination. Diodes has a successful track record of integrating select acquisitions to drive future growth, and we look forward to integrating Zetex and its customers into the Diodes family."

Commenting on the proposed acquisition, Hans Rohrer, Chief Executive Officer of Zetex plc, said, "This transaction is very compelling as it adds Zetex’s product set and customer base to Diodes’ existing leadership position as a world-class semiconductor player and enables the combined company to be leveraged internationally across a broader geographic footprint. Applying Diodes’ packaging capabilities and capacity and exploiting it with Zetex’s process technology strength will create a highly valuable supplier for the combined worldwide customer base."

The transaction will be subject to the approval of Zetex’s shareholders and its sanction by a Court in the United Kingdom.