Exar Corporation Acquires Cadeka Microcircuits

Monday, July 08, 2013

Company Enters the Precision Analog Market with a Broad Product Portfolio

Fremont, California, July 8, 2013 - Exar Corporation (Nasdaq: EXAR), a leading provider of high-performance analog mixed-signal products and data management solutions, today announced that it has acquired Cadeka Microcircuits. The transaction, which closed on Friday, July 5, 2013, includes $29.0 million in initial consideration to be paid in a combination of cash and stock, and an earn-out against net revenues contributed by Cadeka.

With locations in Loveland, Colorado and both Shenzhen and Wuxi, China, Cadeka designs, develops and markets precision analog integrated circuits for use in industrial and high reliability applications. Cadeka provides precision operational amplifiers, instrumentation amplifiers, comparators, filters and data converter products to a wide array of electronic equipment manufacturers in the medical electronics, aerospace, test and measurement, surveillance and industrial control markets.

"The Cadeka team has worked together in various formations for the better part of 25 years and brings to Exar deep product and design experience in the area of high-performance and precision analog circuit design and product development," commented Exar President and CEO Louis DiNardo. "Cadeka's products provide best in class performance and, in many cases, are direct or indirect replacements for solutions from Analog Devices, Linear Technology, and National Semiconductor, which was acquired by Texas Instruments. We expect that the acquisition will be neutral to modestly accretive to our profitability immediately. When we couple Cadeka's product offering with our global presence and reach, we will be able to grow revenue quickly and provide meaningful operating leverage," concluded Mr. DiNardo.

Gary Ross, Cadeka's President and CEO, will join Exar and report directly to Mr. DiNardo as Vice President and General Manager of High Performance Analog Products. Mr. Ross commented, "The Cadeka team hails from the founding of Comlinear Corporation in the early 1980's. No learning curve will be needed for either team as we share the same rich history and commitment to excellence in high-performance and precision analog product design and development. The combined company will build on Cadeka's success in Asia and penetrate the large market for precision analog components in North America and Europe."

About Cadeka

Cadeka Microcircuits is a global supplier of over 400 high-performance analog and mixed-signal semiconductor products for customers who require cost-effective, leading edge performance. Cadeka's expertise and passion is to "Amplify the Human Experience"™ by providing application specific, solution-based semiconductor products that drive the industry's next generation communications, industrial, instrumentation, consumer, and medical products. For more information about Cadeka, visit https://www.cadeka.com.

About Exar

Exar Corporation designs, develops and markets high-performance, analog mixed-signal integrated circuits and advanced sub-system solutions for the Networking & Storage, Industrial & Embedded Systems, and Communications Infrastructure markets. Exar's product portfolio includes power management and connectivity components, high-performance analog and mixed-signal products, communications products, and network security and storage optimization solutions. Exar has locations worldwide providing real-time customer support. For more information about Exar, visit https://www.exar.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The forward-looking statements contained in this press release and in related comments by our management, our use of the words "expect," "anticipate," "possible," "potential," "target," "believe," "commit," "intend," "continue," "may," "would," "could," "should," "project," "projected," "positioned" or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. These statements are not guarantees of any event or future performance, involve risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed herein. In any forward-looking statement in which the Company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis at the time expressed, but there can be no assurance that the statement or expectation or belief will result or be achieved or accomplished and the Company disclaims any duty to update such statements. The Company urges investors to review in detail the risks and uncertainties in the Company's Securities and Exchange Commission filings, including but not limited to the Annual Report on Form 10-K for the fiscal year ended March 31, 2013.


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