Accelerates strategy to aggressively grow annual revenues
SUNNYVALE, Calif.--(BUSINESS WIRE)--
Rambus Inc. (NASDAQ:RMBS), one of the world's premier technology
licensing companies, today announced it has signed a definitive
agreement to acquire privately-held Cryptography Research, Inc. (CRI), a
leading semiconductor security R&D and licensing company. Rambus plans
to acquire CRI for an aggregate of $342.5 million comprised of $167.5
million in cash, approximately 6.4 million shares of Rambus stock, and
$50 million payable to CRI employees in cash or stock over three years.
This acquisition will expand the breadth of Rambus' breakthrough
technologies available for licensing with complementary technologies
from CRI that include patented innovations and solutions for content
protection, network security, anti-counterfeiting and financial
services. Rambus estimates that this acquisition will be accretive on a
pro forma basis in 2013.
"The addition of CRI's world-class security technology is a pivotal step
in our strategy to extend our IP leadership and aggressively drive our
revenue growth," said Harold Hughes, president and chief executive
officer at Rambus. "Combined with our complementary semiconductor, and
lighting and display technologies, we will create an unrivaled set of
innovations and solutions critical for a broad range of electronics,
with particular focus on the fast growing mobile market."
Over five billion semiconductor products secured by CRI's technology are
made under license annually. CRI's licensees include leading
semiconductor, electronics and services companies such as Atmel,
Infineon, Microsoft, NXP, Raytheon, Renesas, Samsung,
STMicroelectronics, Toshiba, and Visa. CRI is led by internationally
renowned cryptographer and scientist Paul Kocher, whose accomplishments
include helping author the SSL 3.0 standard, discovering differential
power analysis (DPA), as well as developing techniques for securing
electronic systems against DPA attacks.
"Rambus will provide our team the perfect home to continue development
of technology which addresses an increasingly complex range of security
requirements," said Paul Kocher, president and chief scientist of
Cryptography Research. "With many billions of connected devices
conducting electronic transactions, storing important personal data, and
delivering copyrighted content, the needs for security are paramount.
Our passion is solving these challenging data security problems through
innovative cryptographic techniques to the benefit of our licensed
customers and consumers worldwide."
Key technologies developed and licensed by CRI include DPA
countermeasures. DPA attacks involve monitoring the fluctuating
electrical power consumption of a target device and then using advanced
statistical methods to derive cryptographic keys and other secrets. With
CRI's DPA countermeasures, electronic systems and security devices, such
as smart cards, are protected from DPA attacks. Critical to electronic
system security, DPA protection is now mandated for many government and
commercial services.
In addition, CRI offers anti-piracy and anti-counterfeiting solutions
including CryptoFirewall™ technology. The CryptoFirewall core is a
separate, on-chip, hardware-based security block that protects
cryptographic keys and computations from attack. CryptoFirewall
solutions can be used across a broad spectrum of applications including
Pay TV security and counterfeit protection of printer consumables.
The boards of directors of both companies and a majority of the
shareholders of CRI have approved the acquisition. This acquisition is
subject to review and approval pursuant to the Hart-Scott-Rodino
Act. Rambus anticipates the transaction will close this summer
contingent upon regulatory approvals and satisfying other conditions
specified in the definitive agreement.
Audio Conference Call and Webcast Scheduled
Rambus management will discuss this acquisition during a special
conference call today at 2:30 p.m. PT. The call will be webcast and can
be accessed through the Rambus website. A replay will be available
following the call on Rambus' Investor Relations website or for one week
at the following numbers: (800) 642-1687 (domestic) or (706) 645-9291
(international) with ID# 67805938.
About Rambus Inc.
Founded in 1990, Rambus is one of the world's premier technology
licensing companies. As a company of inventors, Rambus focuses on the
development of technologies that enrich the end-user experience of
electronic systems. Its breakthrough innovations and solutions help
industry-leading companies bring superior products to market. Rambus
licenses both its world-class patent portfolio, as well as its family of
leadership and industry-standard solutions. Headquartered in Sunnyvale,
California, Rambus has regional offices in North Carolina, Ohio, India,
Germany, Japan, Korea, and Taiwan. Additional information is available
at www.rambus.com.
About Cryptography Research, Inc.
Cryptography Research, Inc. is a leading semiconductor security R&D and
licensing company. Cryptography Research develops and licenses
innovative technologies in areas including tamper resistance, content
protection, network security, and financial services. The company was
established in 1995 by internationally renowned cryptographer Paul
Kocher. Cryptography Research clients include many of the world's
leading technology and media delivery companies. Security systems
designed by Cryptography Research engineers protect electronic commerce
in the wireless, telecommunications, financial, digital television,
entertainment, consumer electronics, and Internet industries.
Forward Looking Statements
This press release contains forward-looking statements related to
Rambus, CRI, the timing and consummation of the acquisition of CRI and
the potential benefits of the acquisition. Actual events or results may
differ materially from those contained in the forward-looking
statements. Please refer to the documents Rambus files from time to time
with the SEC, including Rambus' most recent Form 10-K and Form 10-Q, as
well as Rambus' future filings. These SEC filings contain and identify
important factors that could cause results of the acquisition and
related transactions to differ materially from those contained in
Rambus' forward-looking statements. Although Rambus believes that the
expectations reflected in the forward-looking statements are reasonable,
Rambus cannot guarantee future results, levels of activity, performance,
or achievements. Rambus is under no duty to update any of the
forward-looking statements after the date of this press release to
conform to actual results.
RMBSTN
Rambus Public Relations
Linda Ashmore, 408-462-8411
lashmore@rambus.com
Source: Rambus Inc.
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