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Sigma Designs’ CopperGate Acquisition: Deal Terms and Closing Date

Sigma announced its CopperGate acquisition at $160 million net of CopperGate cash, then reported $169.369 million in total accounting consideration after the deal closed in November 2009.
From TheFinanceBase Team2 min to read
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Sigma Designs completed its acquisition of CopperGate Communications on November 10, 2009. The companies announced a $160 million cash-and-stock deal on October 13, 2009, but Sigma later reported $169.369 million in total accounting consideration. Those figures describe different stages and measures of the transaction.

When did Sigma agree to buy CopperGate, and when did it close?

The acquisition agreement was dated October 12, 2009. Sigma and CopperGate publicly announced the definitive agreement the next day, October 13. At that point, the companies said the deal had board approval but remained subject to closing conditions. Sigma later reported that the acquisition closed on November 10, 2009.

Sigma Designs’ acquisition agreement, dated October 12, 2009; Sigma Designs’ October 13, 2009 announcement; Sigma Designs’ fiscal 2010 annual report.

How much did Sigma pay for CopperGate?

The answer depends on whether you mean the value announced when the deal was signed or the consideration Sigma recorded after closing. In October 2009, Sigma described the agreed transaction value as $160 million, net of CopperGate’s cash at closing. In its fiscal 2010 annual report, Sigma recorded total consideration of $169.369 million.

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Measure Reported amount and context
Announced transaction value $160 million, net of CopperGate cash at closing; Sigma Designs’ October 2009 announcement.
Accounting total consideration $169.369 million; Sigma Designs’ fiscal 2010 acquisition accounting.

The announcement’s $160 million figure was an agreed value net of CopperGate’s cash, not the later accounting total. The annual report’s figure reflects acquisition-date accounting and includes contingent consideration; the two amounts are not interchangeable.

Announcement estimates versus closing figures

At announcement, Sigma estimated that it would pay about $92 million in cash plus CopperGate’s cash and issue about 4.0 million Sigma shares. Those were estimates, not the final reported amounts. Sigma later said it paid approximately $116.0 million in cash and issued 3,931,352 common shares. It also assumed unvested options for 574,881 shares and agreed to up to $5.0 million in cash payments to specified employees if milestones were achieved.

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Sigma Designs’ October 2009 announcement; Sigma Designs’ fiscal 2010 annual report.

What made up the accounting total?

Sigma’s fiscal 2010 annual report broke the $169.369 million total consideration into $115.956 million in cash, $48.513 million in common stock, and $4.900 million in contingent consideration. These are the report’s acquisition-accounting amounts, distinct from the announcement’s net-of-cash transaction value.

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Sigma Designs’ fiscal 2010 annual report purchase-price allocation.

What did CopperGate make?

CopperGate supplied silicon-based modem solutions that carried digital content over coaxial cable, telephone wiring, and power lines. Sigma said service providers used the technology to deliver HDTV, voice over IP (VoIP), and fast internet services. The deal was a business-to-business semiconductor acquisition tied to service-provider networks, rather than a consumer-product purchase.

Sigma Designs’ description of CopperGate’s technology and deployments.

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Why did Sigma say it wanted the acquisition?

Sigma described the companies’ platforms as complementary. Its stated expectations were to broaden its reach among key customers, enable cross-selling, and seek efficiencies through manufacturing know-how, combined wafer sourcing, further system-on-chip (SoC) integration, and combined research and development. These were management’s announced rationale and anticipated synergies, not evidence by themselves that the benefits were later achieved.

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In the announcement, Sigma CEO Thinh Tran said CopperGate had shipped “over 12 million ICs” since developing three generations of ITU/HomePNA integrated circuits beginning in 2005. The shipment figure and his description of CopperGate as a market leader were claims attributed to Tran in Sigma’s announcement, not independent market-share findings.

Sigma Designs’ stated acquisition rationale; Thinh Tran’s attributed statement in Sigma’s October 2009 announcement.

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