National Instruments to Acquire AWR Corporation, a Leader in RF Design Tools
Microwave Office and Visual System Simulator Products Will Strengthen NI Capabilities in RF Design and Test
NEWS RELEASE May 23, 2011 National Instruments today announced that it has signed a definitive merger agreement under which NI will acquire AWR Corporation (AWR). AWR is a leading supplier of electronic design automation (EDA) software for designing RF and high-frequency components and systems for the semiconductor, aerospace and defense, communications and test equipment industries. Upon the closing of the transaction, AWR will continue to operate as a wholly owned NI subsidiary under the leadership of the existing management team.The fast design cycles and increasing complexity of RF and wireless systems demand better integration between design and test. RF system designers need to validate their simulations with actual measurements, while RF test engineers need to increase test reuse and decrease test time through more design integration. By increasing the effectiveness of the integration between AWR design tools and NI software and hardware, NI and AWR together can significantly improve customer productivity through increased connectivity between design, validation and production test functions.
AWR has an exceptional team with strong RF talent and technologies that expand the NI platform into RF design, which is complementary to our capability to make measurements across the RF design flow, said Dr. James Truchard, president, CEO and cofounder of National Instruments. We believe this combination will accelerate the deployment of RF and wireless technologies and offers a significant benefit to the customers of both companies.
Both NI and AWR deliver unique strengths that together will enable customers to more productively design and test their RF systems. The acquisition will strengthen both companies core software brands, NI LabVIEW, AWR Microwave Office and Visual System Simulator, as well as the NI RF testing hardware platform. The full suite of AWR design tools in combination with a complete RF testing platform from NI will give customers a platform to decrease the time to market of their RF designs. NI will also augment its current academic and university RF and communications initiatives to include AWR software tools, so educators and students can benefit from the improved teaching and learning experience for the rapid design and prototyping of RF systems.
There is clear synergy between the customers and product offerings of both companies, said Dane Collins, CEO of AWR. NI has a leading platform in prototyping and testing of RF systems which is complementary to AWRs RF circuit and system software design tools to the benefit of mutual customers. Together, we are better able to support and service our growing global installed base.
The aggregate purchase price to be paid at closing is approximately $58 million, which includes $7 million in cash on the AWR balance sheet. In addition, the merger agreement contains an earn-out provision, which is payable over three years. The transaction is expected to close within 30-45 days and is subject to customary closing conditions including Hart-Scott-Rodino regulatory clearance.
In this transaction, ThinkEquity LLC - A Panmure Gordon Company, acted as exclusive financial advisor to NI, and Needham and Company LLC acted as an exclusive financial advisor to AWR.
Conference Call Information
Interested parties can listen to the conference call today, May 23, beginning at noon CDT, at www.ni.com/call. Replay information is available by calling (888) 203-1112, confirmation code #1927872, shortly after the call through May 28, at 3:00 p.m. CDT.
The statements in this release relating to the expected benefits of the acquisition, post-acquisition plans for the AWR business, significantly improving customer productivity, accelerating the deployment of RF and wireless technologies, strengthening both core software brands, clear synergies, being better able to support and service our growing install base and the expected closing date are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to the actual timing of the closing of the acquisition, the satisfaction of the conditions to closing in the merger agreement, any unexpected termination of the merger agreement, our ability to successfully collaborate with AWR and integrate the business of AWR, changes in demand or market acceptance of AWR products and technology, changes in demand or market acceptance of our products and the products of our customers, competitive developments and our ability to retain AWR employees. For a detailed discussion of these and other risk factors, please refer to the filings of NI on Forms 10-K and 10-Q. Stockholders are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. We undertake no obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this press release, or to reflect the occurrence of unanticipated events.