CNBC: NXP and Freescale Announce $40 Billion Merger

[JoeN]

   I hope the combined company has Freescale's sample policy and not NXPs.  That's all I will say.  Any other comments?

http://money.cnn.com/news/newsfeeds/articles/globenewswire/10122568.htm

EINDHOVEN, The Netherlands and AUSTIN, Texas, March 2, 2015 (GLOBE NEWSWIRE) -- NXP Semiconductors N.V. (Nasdaq:NXPI) and Freescale Semiconductor, Ltd. (NYSE:FSL) today announced that they have entered into a definitive agreement under which NXP will merge with Freescale in a transaction which values the combined enterprise at just over $40 billion1. The merger creates a high performance mixed signal semiconductor industry leader, with combined revenue of greater than $10 billion. The merged entity will become the market leader in automotive semiconductor solutions and the market leader in general purpose microcontroller (MCU) products. The combined company will capitalize on the growing opportunities created by the accelerating demand for security, connectivity and processing.

"Today's announcement is a transformative step in our objective to become the industry leader in high performance mixed signal solutions. The combination of NXP and Freescale creates an industry powerhouse focused on the high growth opportunities in the Smarter World. We fully expect to continue to significantly out-grow the overall market, drive world-class profitability and generate even more cash, which taken together will maximize value for both Freescale and NXP shareholders," said Richard Clemmer, NXP Chief Executive Officer. Mr. Clemmer will continue to be the President and Chief Executive Officer of the merged company.

"We believe this merger, which combines two highly successful and complementary companies, will create significant value for Freescale's and NXP's shareholders, customers and employees. Both companies have built leadership positions and have a sharp focus on delivering superior value to customers. Our combined scale, size and global reach will position our new company to deliver sustainable above market growth. It will also serve to accelerate the strategic plans both companies have invested in, enabling us to deliver more complete solutions to customers," said Gregg Lowe, Freescale Semiconductor President and Chief Executive Officer.

The transaction is expected to be accretive to NXP non-GAAP earnings and non-GAAP free cash flow. NXP anticipates achieving cost savings of $200 million in the first full year after closing the transaction, with a clear path to $500 million of annual cost synergies.

Under the terms of the agreement, Freescale shareholders will receive $6.25 in cash and 0.3521 of an NXP ordinary share for each Freescale common share held at the close of the transaction. The purchase price implies a total equity value for Freescale of approximately $11.8 billion (based on NXP's closing stock price as of February 27, 2015) and a total enterprise value of approximately $16.7 billion including Freescale's net debt.

The transaction is expected to close in the second half of calendar 2015. NXP intends to fund the transaction with $1.0 billion of cash from its balance sheet, $1.0 billion of new debt and approximately 115 million NXP ordinary shares. Post transaction, Freescale shareholders will own approximately 32 percent of the combined company.

The transaction has been unanimously approved by the boards of directors of both companies and is subject to regulatory approvals in various jurisdictions and customary closing conditions, as well as the approval of NXP and Freescale shareholders.

Credit Suisse acted as exclusive financial adviser to NXP, along with Simpson Thacher & Bartlett and De Brauw Blackstone Westbroek, who served as legal advisers. Credit Suisse is also providing committed financing for the transaction. Morgan Stanley acted as exclusive financial adviser to Freescale, along with Skadden, Arps, Slate, Meagher & Flom who served as legal adviser.

[photon]

Looks like NXP is the survivor and Freescale shareholders get paid. Let the layoffs begin.
cf. http://www.eetimes.com/document.asp?doc_id=1325871

[westfw]

Whoooooaaa...

[BravoV]

Quoting EEtimes ...

.... at a time of rapid consolidation as the semiconductor industry generally lumbers to single-digit growth rates.


Wonder how long these big players can sustain with this kind of growth if this is the reality ? CMIIW

More giant consolidations to come ? May be its time to review thoroughly related stocks portfolios ? 

[ehughes]

I wonder if FTF is still going to happen.  It is a good time!

[andersm]

I guess Freescale will be a direct competitor to ON Semiconductor now? There's some overlap in the Cortex-M segment, but NXP have very little in the microprocessor segment where Freescale's i.MX have been quite successful. On the other hand, Freescale still have a lot of marginal legacy architectures that I doubt will survive for much longer. Also, what will this new thing be called, MotoLips?

[miguelvp]

Motolips sounds better than Phirola

[westfw]

(I have a general dislike and distrust of mega-mergers.  They're HARD.  I have personally benefited when my company's major competitors tried stuff like that, and failed badly.)
(OTOH, starting to be happy that I didn't spend as much time on Coldfire as I had hoped to.)

[free_electron]

Wonder how long these big players can sustain with this kind of growth if this is the reality ? CMIIW

More giant consolidations to come ? May be its time to review thoroughly related stocks portfolios ? 

You bet more consolidation is coming. i left the semiconductor industry 6 months ago. The writing is on the wall. All the 'old boys' are hurting like hell. No investment , the new technologies are super expensive to implement and they get their lunch eaten by megafabs like TSMC and UMC and Chartered that have the technologies.

The time of the traditional design-fab semicon house if over. Nimble design houses can spin a design much faster than the big lumbering companies.

Here is the dirty laundry :

- the big semicon companies have outdated fabs, or fabs with some specialty technologies. if they can't monetize in the specialty techs their fabs are worthless. They cannot compete against the far east. they are two or three generations behind. Only the true big boys (Intel , Samsung , Toshiba )  can still do that. All the rest is obsolete tech. There have been instances where top 10 or top 15 ( but not top 3 ) companies have put in money to build a fab together to try to get into this really hi end stuff. and failed miserably. you can not compete against tsmc and umc.

- so they need to monetize their fabs somehow. so they restrict their designs to stuff they can run in their own fab. This again is fine for specialty stuff , but does not work for the mass volume stuff. By forcing your design team to use sub-par technology you are slitting your own throat.

Look at what is happening with ESP, skyworks and some others right now. It is a bloodbath. they are machine gunning the big boys.
For those not in the know :
ESP and skyworks make wifi, bluetooth and gps chipsets. These companies are fabless. they design the chip and have it made by tsmc.
They are not restricted to outdated technology, they don't have the cost overhead of sustaining a fab, can use the latest technology. These guys spin those kinds of chips faster than any 'desgin+fab' company out there.

The traditional suppliers are still screwing around with 'modules' (  a circuit board with a chip , some passives, and external combiner and an antenna ) , where the 'new generation' guys have single chips , all integrated (including the antenna) chips. 1/4 of the size , 1/2 the power consumption and 1/2 the price. So what are you going to do ?

the big boys are caught between two dilemma' :
- killing their fab and laying off 4/5 off their workforce to become design only. That's not going to fly, for multiple reasons, customer trust being 1, discontinuation of a lot of products being 2 .
- keep lumbering on with existing technology that hampers their progress.

the third alternative would be selling the fab , but nobody wants em as they are outdated.

The only remaining solution is mega-mergers. But my feeling is that is just postponing the inevitable...

The only traditional players ( in the sense of being fab+design) are the niche players like Analog devices , Linear Tech. They don't have to deal with second-source , nor are they doing second-source.

Look at the others. How much money can  you really still make of an LM324 if there are at least 5 companies making that thing. Why do you even keep that in your fab...

The big boys survive on their specialty technology and one or two high flying products. The rest is just 'filler material'.

An additional damper is the fact that devices are sold for the cost of the surface area. a power diode that is 1mm x 1mm of silicon sells for 0.5 $. A chip with 100.000 transistors and complex mixed signal circuitry that is 1mmx1mm also sells for 0.5 $ ... it just cost 100.000 times more to develop. why bother ?

The semiconductor business has hit rock bottom ,apart from RAM, Flash ,cpu and smortphoney / tablety things.

[Chris Jones]

So I'd like to know: Which nice parts are going to be discontinued - so I don't accidentally design one into a product. Also if any really nice parts are about to be discontinued, I might do a lifetime buy for private projects.

[Stonent]

Not much point in having your own fab unless you can corner the market on a making your own product with smaller and faster parts than the next guy like Intel can, or you just want to make a business of stamping out other people's parts.

Nvidia was and I think still is a fabless company.  When they got started in the 90s, ST (then still known as SGS Thomson) made all of their chips.

[photon]

I like to take an histerical view and compare the semiconductor manufacturing business with the automobile business. In the early 20th century, every bicycle manufacturer who learned how to build an engine manufactured a car. Today there are very few auto manufacturers. In the early 1960's, every electronic company who learned how to build a transistor manufactured a chip. Slowly there are fewer semi manufacturers. Same kind of economic forces. Customers will minimize price/value. Scaling allows semi manufactures to drive down price at the same value.

[Howardlong]

Both NXP and Freescale tend to offer 10 year longevity on their microcontrollers. Let us hope that this is adhered to post merger. I would imagine that they have warehouses full of years worth of wafers ready for package assembly and test as needed.

What almost certainly will change is the toolchain offering, they are unlikely to offer parallel toolchains indefinitely.

Although this merge mania seems somewhat inevitable, I often wonder how much the M&A pointy heads sufficiently consider intangibles such as the cost of uncertainty in the market created by the merger itself? I somehow doubt it, after all turkeys don't vote for Christmas.

[Kjelt]

I am getting worried that competition will end soon. I mean if there are 3 players left (Samsung, TSMC and UMC) that make new microcontrollers for smartphones and flash chips which are the cashcow chips, whats keeping them from increasing prices 

[photon]

I am getting worried that competition will end soon. I mean if there are 3 players left (Samsung, TSMC and UMC) that make new microcontrollers for smartphones and flash chips which are the cashcow chips, whats keeping them from increasing prices 

This is another advantage of scale, you drive your competitors out of business. The only controls are the governments of the world's economies. For example, in the US the FTC will review this merger and must approve it before the merger can take place. I would guess that Europe also has veto power on this merger.

[mikeselectricstuff]

the third alternative would be selling the fab , but nobody wants em as they are outdated.

I'll give 'em a few quid for teardowns....

The big boys survive on their specialty technology and one or two high flying products. The rest is just 'filler material'.

An additional damper is the fact that devices are sold for the cost of the surface area. a power diode that is 1mm x 1mm of silicon sells for 0.5 $. A chip with 100.000 transistors and complex mixed signal circuitry that is 1mmx1mm also sells for 0.5 $ ... it just cost 100.000 times more to develop. why bother ?

The semiconductor business has hit rock bottom ,apart from RAM, Flash ,cpu and smortphoney / tablety things.

The only traditional players ( in the sense of being fab+design) are the niche players like Analog devices , Linear Tech. They don't have to deal with second-source , nor are they doing second-source.

I do wonder about the long-term prospects for high performance analogue market, when the trend is increasingly towards throwing computing power at the problem, SDR and Class D amplifiers being a couple of more obvious examples, but I'm sure there are many other cases were compute cycles can be used to compensate for lower performing analogue.
 

[janoc]

I am getting worried that competition will end soon. I mean if there are 3 players left (Samsung, TSMC and UMC) that make new microcontrollers for smartphones and flash chips which are the cashcow chips, whats keeping them from increasing prices 

Well, that - and having all the manufacturing capacity concentrated in the hands of 2-3 players geolocated in roughly the same area. All it takes is one big earthquake or a typhoon to cause an enormous disruption. Not like it didn't happen before.

Going fabless is good, but someone finally has to build those chips. And if everyone goes to the same place in Asia, at some point there will be capacity problems, competition issues ("you really want to delay/refuse that chip from our competitor or we take our toys elsewhere ..."), availability in case of a natural disaster or some other "force majeure" (e.g. a fire, a labour dispute or some political decision by the Chinese government).

It could end up in a similar situation as with Li-ion batteries - when Tesla wanted the cells for their cars, they had to build their own factory because there was nobody left who could supply them in the quantities they needed.

[Kjelt]

I can understand that ic manufacturing is a non core business for most companies just as that most electronic companies don't make their own pcb's anymore. And that the price of a new gen fab is so extremely high (billions of $) that only 365/24/7 production will result in profits.
That said I think the biggest problem for the whole industry are the low profit margins on all products, not only the end products (tv's are so cheap nobody repairs them anymore they just buy a new one each 3 years) but also the half products like the integrated circuits.
I can not think of any other business where the price eroded so much the last 20 years as in electronics and I do not think it is healthy.

[photon]

I can not think of any other business where the price eroded so much the last 20 years as in electronics and I do not think it is healthy.

It is due to Moore's law that the price of electronics has so drastically been reduced. It has been a wonderful ride, and is not over by any means but may slow. No exponential is forever.

[retrolefty]

A related question for those with experience. What is a typical coompanies' design rule on chip availability for new designs?

Back in the 70s and 80s when I was in mini-computer field service they would not design in a chip unless there was an approved second source supplier. I guess that has had to change over the decades as certainly I don't think there are many second source suppliers for specific microcontroller chips and such?

[Howardlong]

A related question for those with experience. What is a typical coompanies' design rule on chip availability for new designs?

Back in the 70s and 80s when I was in mini-computer field service they would not design in a chip unless there was an approved second source supplier. I guess that has had to change over the decades as certainly I don't think there are many second source suppliers for specific microcontroller chips and such?

Regretfully you can't do much exciting these days unless you're using something proprietary. It is certainly a risk, I had a supplier go insolvent on me once, it killed a product of mine, I had to redesign it almost from scratch with new parts.

[nctnico]

A related question for those with experience. What is a typical coompanies' design rule on chip availability for new designs?

Back in the 70s and 80s when I was in mini-computer field service they would not design in a chip unless there was an approved second source supplier. I guess that has had to change over the decades as certainly I don't think there are many second source suppliers for specific microcontroller chips and such?

Today most of the R&D value and cost of a product is in the software. If your software is portable to a different platform then the product is basically future proof.

[dannyf]

I can understand that ic manufacturing is a non core business for most companies just as that most electronic companies don't make their own pcb's anymore.

For NXP/Freescale, ic manufacturing is their core business.

And that the price of a new gen fab is so extremely high (billions of $)

The cost of a fab comes into play only if you are in the digital side. For the analog guys, the cost of a fab is almost irrelevant - they are perfectly fine with really old stuff.

That said I think the biggest problem for the whole industry are the low profit margins on all products,

Depending on what "margin" you are talking about. The beauty of companies like NXP and Freescale is their free cash flow - thus the buy outs on those companies.

The play here is cross-sell: offering more products to the same customers so you only incur the cost of selling to them once. The more penetration you achieve at an account, the less likely they can dump you wholesale -> you gain pricing power.

[Mechanical Menace]

How the mighty have fallen. For a long time Motorola were my favourite brand of CPU, and as far as I was concerned the only reason to get a Mac over a PC, and I still play with my first gen Mac Mini purely because PPC ism't x86.

But TBH I'm surprised Freescale have lasted so long since everyone using a PPC went over to IBM, I can only guess they're still popular in telecoms and industrial uses.

looking at this scenario, i noticed that my local computer shops no longer sell AMD CPU. it is all INTEL mostly. AMD is next i think ...

AMD have (somehow) managed to consistently keep at about 20%* of the market size of Intel so probably not. And supplying the APUs for the XB1 and PS4 can only help, especially seeing as they are identical.


*They jumped up a bit to like a third when the Athlon 64s were kicking Intel's offerings arses but that didn't last long.

[Kjelt]

IC design is their core business the production could easily be outsourced. NXP earns a lot of money on patents like I2C that probably expired by now but the point is that they made money with designs.