Spreadtrum Communications, Inc. (Nasdaq: SPRD), one of China’s leading wireless baseband chipset providers, announced that it has entered into a definitive agreement to acquire Quorum Systems, Inc. (“Quorum”), a San Diego-based fabless semiconductor company that specializes in the design of highly integrated CMOS radio frequency (RF) transceivers. Under terms of the agreement, Spreadtrum will pay $55 million in cash and $15 million in stock to Quorum’s shareholders, with up to an additional $6 million in cash for performance based earn-outs expected to be achieved over the next two years.
Commenting on the transaction, Spreadtrum’s President and CEO, Dr. Ping Wu, said, “We are very pleased and excited to have the Quorum team join us. We have been working with the Quorum team for the past two years, and this merger is the next logical step in this partnership. Quorum’s design team brings an average of 10 years of CMOS RF semiconductor experience to Spreadtrum, further increasing our R&D capabilities. We believe Quorum’s RF technology, combined with our strengths in complete baseband and software solutions, will allow us to strengthen our unique position in the competitive mobile wireless communications market, from 2G to 3G, from RF to baseband, from physical layer software to protocol and applications.”
“In just a few years, Spreadtrum has already established itself as a leader in the baseband business, and we are eager to be part of the Spreadtrum team,” stated Dr. Bernard Xavier, President and CEO of Quorum Systems. “Since Quorum’s founding in 2003, our team has developed world-class CMOS multi-band multi-mode RF transceivers, including our QS1000 transceiver for multi-band GSM/GPRS/EDGE applications and the QS3000 transceiver for combined GSM/GPRS/EDGE and 3G HSDPA applications. When compared with competing solutions, we believe that the QS1000 delivers best-in-class power consumption in a very small foot print and extends talk-time by 10-15% in GSM mode and 10- 20% in EDGE mode. Meanwhile, we also believe that the QS3000 offers handset designers one of the highest levels of integration for a 3G transceiver and achieves world-class GSM and WCDMA radio performance. Our industry leading CMOS RF transceivers are an excellent complement to Spreadtrum’s unique baseband solutions, with strong synergies, and together, we can make further inroads into the market.”
The boards of directors of both companies and the shareholders of Quorum have approved the definitive agreement. The transaction, which is subject to review by the Committee on Foreign Investment in the United States and customary closing conditions, is expected to close by December 31, 2007.
Webcast and Conference Call
The Company will host a conference call to discuss the transaction at 8:30 A.M. Eastern Time on Monday, November 19, 2007. An audio webcast will be available simultaneously on the Investor Relations section of the Company’s web site. The conference call can be accessed via the following telephone numbers:
USA (Toll Free): 1 888 713 4209
USA (Toll): 1 617 213 4863
Hong Kong (Toll Free): 800 962 844
China (Toll Free): 10 800 130 0399
Participant Passcode: 4173 6091
A replay of the conference call will be available for seven days via the following telephone numbers:
USA (Toll Free): 1 888 286 8010
USA (Toll): 1 617 801 6888
Participant Passcode: 8782 2132
About Spreadtrum Communications, Inc.
Spreadtrum Communications, Inc. (Nasdaq: SPRD; the “Company”) is a fabless semiconductor company that designs, develops, and markets baseband processor solutions for the mobile wireless communications market. The Company combines its semiconductor design expertise with its software development capabilities to deliver highly-integrated baseband processors with multimedia functionality and power management. The Company has developed its solutions based on an open development platform, enabling its customers to develop customized wireless products that are feature-rich and meet their cost and time-to-market requirements.
About Quorum Systems, Inc.
Quorum Systems is a fabless semiconductor company that develops highly integrated CMOS radio frequency (RF) transceivers. Based in San Diego, California, USA, Quorum has focused on developing key intellectual property that enables multi-band radios to be low cost, low power and high performance.