C.P. Clare Completes Transition From Components Supplier to Semiconductor Company.BEVERLY, Mass.--(BUSINESS WIRE)--July 20, 1999-- --Divestiture of Electromagnetic Group Operations Accelerates Strategic Focus on Communications and Connectivity Businesses-- C.P. Clare Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CPCL CPCL Chennai Petroleum Corporation Limited CPCL Computer Program Change Library CPCL Computer Program Control Library CPCL Component Prioritized Collection List ) today announced additional details regarding the planned divestiture of its Mexican electromagnetic operations and a reenergized focus on analog and mixed signal semiconductors for communications and connectivity markets. The news comes on the heels of Sumida Electric's announced intention to purchase C.P. Clare's Electromagnetic Group Operations (Clare EMG EMG abbr. electromyogram Electromyography (EMG) A diagnostic test that records the electrical activity of muscles. , Inc.) for approximately $36 million (US). The divestiture will enhance the Company's growth as a global provider of analog and mixed signal semiconductor solutions and is expected to close in August. With the divestiture of Clare EMG, C.P. Clare completes its transition from a manufacturing and assembly company to a knowledge and technology-driven semiconductor company. In addition to providing added focus, this transaction recapitalizes the Company, giving C.P. Clare new resources to aggressively pursue its Internet-driven IC (integrated circuit integrated circuit (IC), electronic circuit built on a semiconductor substrate, usually one of single-crystal silicon. The circuit, often called a chip, is packaged in a hermetically sealed case or a nonhermetic plastic capsule, with leads extending from it for ) strategy, ultimately producing higher margins and increasing shareholder value. Details of the Divestiture As previously announced, Sumida Electric Co., Ltd. has agreed to purchase Clare EMG, Inc. for approximately $36 million. With annual revenues of $55 million, Clare EMG consists of the Clare-Remtech advanced magnetics division, the legacy reed relay As a relay is a switch controlled by an electromagnet, so a reed relay is one or more reed switches controlled by an electromagnet. The contacts are of magnetic material; thus the electromagnet acts directly on them rather than requiring an armature to move them. and surge arrester Surge arrester A protective device designed primarily for connection between a conductor of an electrical system and ground to limit the magnitude of transient overvoltages on equipment. A lightning arrester is really a voltage-surge arrester. businesses, all manufacturing operations Manufacturing operations concern the operation of a facility, as opposed to maintenance, supply and distribution, health, and safety, emergency response, human resources, security, information technology and other infrastructural support organizations. in Mexico, a purchasing office in Taiwan, and C.P. Clare's Arlington Heights, Ill. facility. New information disclosed today includes a transaction gain, before taxes and closing costs Closing Costs The numerous expenses (over and above the price of the property) that buyers and sellers normally incur to complete a real estate transaction. Costs incurred include loan origination fee, discount points, appraisal fee, title search, title insurance, survey, taxes, , in the area of $17 million. Cash balances after closing will exceed $40 million, or more than $4 per share. In addition, C.P. Clare's total employee base will be reduced from 1,570 in September 1998 to fewer than 500 after the divestiture. Other examples of dramatic operational changes resulting from the deal include a decrease in total part numbers manufactured from 7,200 to 750, and a factory space reduction of more that 200,000 square feet. Meeting the Needs of the "Network's Edge" Leveraging its high-voltage analog expertise and wafer fab IP plus a command of mixed signal system level integration (SLI (Scalable Link Interface) A multi-GPU interface from NVIDIA for connecting two or four NVIDIA display adapters together for faster graphics rendering on one monitor or two monitors. ) from recently acquired Clare-Micronix, C.P. Clare will develop advanced ICs for communications and connectivity markets with an emphasis on emerging technologies such as home networking, DSL DSL in full Digital Subscriber Line Broadband digital communications connection that operates over standard copper telephone wires. It requires a DSL modem, which splits transmissions into two frequency bands: the lower frequencies for voice (ordinary and cable modems. C.P. Clare's primary focus is on silicon solutions for the "Network's Edge," or the interface between communications devices and the Internet-based infrastructure that connects them. The well-documented explosive growth of the Internet and Internet-based communication is driving the demand for new and more convenient ways to communicate with increased bandwidth. The unique strengths of C.P. Clare and Clare-Micronix put C.P. Clare in an excellent position to deliver key IC building blocks that equipment manufacturers need to meet this growing market demand. Retaining and Expanding High-Margin Businesses In addition to the Company's core focus of developing advanced ICs for communications and connectivity, C.P. Clare will leverage the foundations of Clare-Micronix to expand its Application Specific Integrated Circuit (ASIC (Application Specific Integrated Circuit) Pronounced "a-sick." A chip that is custom designed for a specific application rather than a general-purpose chip such as a microprocessor. ) business and develop SLI solutions for selected high-margin market segments, such as display drivers. In addition, C.P. Clare will continue to build on its solid state relay A relay that contains no mechanical parts. All switching mechanisms are semiconductor or thin film components. business, expanding into targeted niches requiring fast, reliable connectivity. Finally, as part of C.P. Clare's commitment to communications, the Company has retained its highly profitable switch business, which supplies advanced, high-margin solutions for cellular phone hook switch and antenna switch applications. "This divestiture is a critical leap forward in our evolution," said Arthur Buckland, C.P. Clare's president and chief executive. "With the increased cash reserves Cash reserves See: Cash investments cash reserves Investment funds that are held in short-term assets such as Treasury bills and certificates of deposit until more permanent investment opportunities are available. and heightened focus along with the operational and technological advances of the past several years, we're primed to achieve the final stages of the semiconductor strategy we outlined in our 1995 IPO (Initial Public Offering) The first time a company offers shares of stock to the public. While not a computer term per se, many founders, employees and insiders of computer companies have found this acronym more exciting than any tech term they ever heard. ." About C.P. Clare C.P. Clare Corporation is a leader in the design and manufacture of high-voltage analog circuits. The Company's products enable communications by providing the critical interface between high-voltage electrical signals and the low-voltage electronics that process those signals. Leading manufacturers of data communications, telecommunications and industrial equipment around the world rely on C.P. Clare for semiconductors and specialized electronic components. C.P. Clare trades on the NASDAQ exchange under the symbol CPCL. The Company is headquartered in Beverly, Mass., and has sales locations around the world with primary offices in Chicago, Ill.; Hasselt, Belgium; Taipei, Taiwan; and Tokyo, Japan. Information about C.P. Clare and its products is available at 978-524-6700 or on the Internet at http://www.cpclare.com. Except for historical information contained herein, the matters set forth in this news release are forward-looking statements as defined under the federal securities laws. Actual results could differ materially from the information set forth herein and there is no assurance that any anticipated future results will be achieved. |
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