Exar Signs Definitive Agreement to Sell its iML Subsidiary for $136 Million, Net of Cash

Exar Corporation (NYSE: EXAR) a leading supplier of analog mixed-signal semiconductor components and system solutions serving the industrial, high-end consumer and infrastructure markets, today announced that it has entered into a definitive agreement to sell its Integrated Memory Logic Limited (iML) subsidiary to Beijing E-Town Chipone Technology Co., Ltd. (“E-Town Chipone”), a consortium comprised of Beijing-based IC design and solutions manufacturer Chipone Technology Co., Ltd (“Chipone”) and its financial partner Beijing E-Town International Investment & Development Co., Ltd.  (“E-Town Capital”).  Exar’s iML is a leading provider of power management and color calibration solutions for the flat-panel display and LED lighting markets.  The purchase price for the transaction is $136 million, net of cash acquired.

“We are pleased to have entered into this agreement with E-Town Chipone, which we believe represents significant value creation for our stockholders, facilitates continued innovation for our display customers, and presents a unique opportunity for our iML employees to join with E-Town Chipone to create critical mass and become a market leader,” said Ryan A. Benton, Exar Chief Executive Officer.  “This transaction is yet another major step forward in our larger strategy to focus on our core competencies, maximize Exar’s operating cash and redeploy assets toward our fundamental goal of increasing shareholder value.”

Jinfang “Frank” Zhang of Chipone, Chairman & Chief Executive Officer added, “The acquisition of iML brings a world-class design team, highly differentiated analog mixed-signal and power management products to Chipone’s portfolio, and expands our exposure to world-class customers.  Combining the expertise and resources of both companies will accelerate our delivery of innovative and differentiated products, and is representative of Chipone’s strategic commitment to being the market leading IC solution provider serving the Display market.”

Yongzhong Lu, E-town Capital’s Chairman, added, “iML’s business is highly complementary to Chipone’s current business.  With the addition of iML’s products and technology, Chipone will provide total IC solutions to flat panel display players.  E-town Capital’s investment in this venture is a win-win one and we believe we can get good return from the investment and promote the expansion of high-tech industry in E-town area.  Chipone is positioned to become a leader with the addition of iML’s technology and we will continue to support the new Chipone’s growth.”

Richard L. Leza, Exar’s Executive Chairman, added, “This transaction is a fantastic conclusion of Exar’s Board reviewing strategic alternatives and analyzing long-term risk.  After evaluating several options, we are pleased to have entered into this agreement with E-Town Chipone.  We strongly believe this represents significant value creation for our stockholders.  Exar will now dedicate all of our energy and focus on delivering our core analog and mixed-signal products and advanced technology new products, where we have favorable market positioning.”

Cowen and Company, LLC served as financial advisor and Pillsbury Winthrop Shaw Pittman LLP served as legal counsel to Exar.  Needham and Company, LLC served as financial advisor and Fenwick & West LLP and DeHeng Law Offices served as legal counsel to E-Town Chipone on the transaction.

The transaction is subject to regulatory approvals.  Exar Corporation’s Board of Directors has unanimously approved the transaction.  The consideration of $136 million is to be paid in cash at closing, less $5 million to be held in escrow subject to customary adjustments after closing.  The transaction is currently expected to close by the end of the calendar year.  The Company noted that it expects to have a transition services agreement in place to support E-Town Chipone for a period of approximately one year.

Exar will file with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K announcing the transaction.  All parties seeking additional details regarding the transaction are urged to review these documents when available at the SEC’s website https://www.sec.gov.

Fiscal Year 2017 First Quarter Non-GAAP Outlook
After reflecting iML as a discontinued operation, Exar anticipates net sales in the first quarter of fiscal 2017 to be in the range of $26.1 million to $27.1 million, up 3% to 7%, sequentially; operating income in the range of $2.8 million to $4.3 million; and adjusted net income per diluted share in the range of $0.06 to $0.09.  This first quarter guidance is consistent with previously disclosed estimates after reflecting iML as a discontinued operation.  The table at the end of the press release details the Company’s recently reported financial results for the third and fourth quarters of fiscal 2016, respectively, and Exar’s Non-GAAP unaudited pro-forma results (without the iML subsidiary).

Conference Call/Webcast and Presentation
Exar will hold a conference call for financial analysts and investors on Friday June 3, 2016 at 1:00 p.m. EDT (10:00 a.m. PDT).  To access the conference call, please dial (918) 534-8424 or (844) 359-0802. The passcode for the live call is 22848294. In addition, a live webcast will be available on Exar’s Investor webpage.  An archive of the conference call webcast will be available on Exar’s Investor webpage after the call’s conclusion.

Exar is providing a copy of a presentation in conjunction with the conference call.  The presentation is offered to provide stockholders and analysts with additional time and detail for analyzing the transaction in advance of the Company’s conference call.  In addition, the Company urges investors to review in detail the latest Form 10-K, Form 10-Q and Form 8-K.  The presentation will be available at Exar’s Investor webpage in conjunction with the press release.