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MaxLinear to Acquire Entropic Communications

Two San Diego public semiconductor companies are joining forces.

MaxLinear Inc., a chip maker based in Carlsbad, and Entropic Communications, a San Diego maker of chips and software for home entertainment systems, said the companies signed a definitive agreement for MaxLinear to buy Entropic in a stock and cash deal valuing the latter business at $287 million.

Entropic shareholders would receive $1.20 per share in cash and 0.222 shares of MaxLinear common stock for each of their shares. Based on the buying company’s stock price as of Feb. 2 that would provide sellers with $3.01 per share, or an aggregate $287 million.

Netting out Entropic’s cash balance at Dec. 31, 2014, the company’s implied enterprise value would be $181 million, the companies said in a joint announcement.

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The acquisition will add significant scale to MaxLinear’s analog/mixed signal business, expanding its addressable market and enhancing its offerings to its broadband and access partners, manufacturing customers, and service providers, the company said.

Entropic adds immediate scale and deep customer relationships in MaxLinear’s most recent growth area of satellite Pay TV market, the firms said.

Entropic is the larger company based on annual revenue and did about $192 million last year. MaxLinear hasn’t reported final 2014 results yet, but did about $120 million in 2013.

In November, Entropic announced it terminated longtime CEO Patrick Henry, and would cut about 200 people or 40 percent of its total staff from its payroll. The company also announced in September that it was exploring ‘strategic options,’ a phrase which means it was looking to sell.

The transaction is expected to close in the second quarter of this year following approval from both companies’ shareholders, regulatory approvals, and other customary closing conditions.


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