GENEVA - STMicroelectronics, Intel and Francisco Partners announced Tuesday they agreed to create a new independent semiconductor company from current assets from STM and Intel.
The new company will supply flash memory solutions for consumer and industrial devices, including cellular phones, MP3 players, digital cameras, computers and other high-tech equipment. It will also combine research and development, manufacturing and sales and marketing assets of Intel and STMicroelectronics to produce non-volatile memory solutions.
Under the terms of the agreement, STMicroelectronics will sell its flash memory assets, including its NAND joint venture interest and other NOR resources, to the new company while Intel will sell its NOR assets and resources. In exchange, Intel will receive a 45.1 percent equity ownership stake and a $432 million cash payment at close.
STMicroelectronics will receive a 48.6 percent equity ownership stake and a $468 million cash payment at close. Francisco Partners L.P., a Menlo Park, Calif.-based private equity firm, will invest $150 million in cash for convertible preferred stock representing a 6.3 percent ownership interest, subject to adjustment in certain circumstances.
Concurrently, the parties have arranged for the new company to receive firm commitments for a $1.3 billion term loan and $250 million revolver. Proceeds from the term loan will be used for working capital and payment to Intel and STMicroelectronics for the purchase price. The transaction is subject to regulatory approvals and customary closing conditions and is expected to occur in the second half of 2007.
The new company, to be managed by Brian Harrison as CEO-designate and Mario Licciardello, currently corporate vice president of ST’s Flash Memories Group as COO-designate, will be headquartered in Switzerland and incorporated in the Netherlands with nine main research and manufacturing locations around the world and approximately 8,000 employees.