BURLINGTON, ON, Feb. 15, 2012 /CNW/ - Gennum Corporation ("Gennum" or the "Corporation") (TSX: GND) today reported audited financial results for the fiscal year ended November 30, 2011. Revenue was $137.2 million, a 6% increase over 2010 revenue of $128.9 million. Diluted earnings per share was $0.41 compared to $0.54 in 2010. Net earnings per share, adjusted for non-recurring items after tax, was $0.491.
Gennum also announced that it has declared a quarterly dividend of $0.035 for the fourth quarter of Gennum's financial year ended November 30, 2011. The dividend will be paid on or about March 8, 2012 to shareholders of record on February 28, 2012.
Earlier today, Gennum announced that it has commenced the delivery of shareholder meeting materials in connection with its previously announced transaction pursuant to which it is proposed that a wholly-owned subsidiary of Semtech Corporation will acquire all of the outstanding common shares of Gennum by way of a plan of arrangement (the "Arrangement"). The Arrangement will be considered by Gennum shareholders at a special meeting scheduled to be held at 10:00 a.m., Toronto time, on March 14, 2012. Assuming that the conditions to the completion of the Arrangement are satisfied (including the approval of at least two-thirds of votes cast by Gennum shareholders represented in person or by proxy at the special meeting, the issue of the final order of the Ontario Superior Court of Justice implementing the Arrangement and other closing conditions customary in a transaction of this nature), it is expected that the closing of the Arrangement will be completed prior to the end of March 2012.
Gennum has filed its audited consolidated financial statements for its financial year ended November 30, 2011, and its related management's discussion and analysis, on SEDAR and such materials, together with the shareholder meeting materials referred to above, may be viewed at www.sedar.com and on Gennum's website at www.gennum.com.
In light of the proposed Arrangement, Gennum will not be holding a conference call to review its results for the financial year ended November 30, 2011. Gennum does not currently intend to declare any additional dividends prior to the Arrangement becoming effective.
Gennum designs, develops and markets semiconductor products and intellectual property (IP) cores for advanced consumer connectivity, enterprise, video broadcast and data communications applications. Gennum's products are designed to ensure that signals used to transmit video and data in applications such as networking, home entertainment and broadcasting maintain their original integrity, and to eliminate the potential for errors in sending and receiving information. Headquartered in Burlington, Canada, Gennum has design, research, development and sales offices in Canada, Germany, India, Japan, Mexico, Taiwan, the United States and the United Kingdom. The common shares of the Corporation are listed on the Toronto Stock Exchange under the trading symbol "GND".
Caution Regarding Forward-Looking Statements
This new release contains statements which constitute forward-looking statements. These forward-looking statements are not descriptive of historical matters and may refer to management's expectations or plans. These statements include but are not limited to statements concerning: Gennum's business objectives and plans including Gennum's corporate strategy and strategic priorities; Gennum's future financial performance and prospects including revenues, gross margins and earnings, and ability to achieve operating earnings, cash flow and other business model targets; the previously announced transaction pursuant to which Semtech Corporation proposes to acquire all of the outstanding common shares of Gennum (the "Proposed Semtech Transaction"); the expected results and benefits of Gennum's acquisition of Nanotech (including the expected impact of the acquisition on Gennum's revenues, earnings, business and market position); future trends in the semiconductor products and intellectual property licensing industries and, in particular, market trends for analog and mixed-signal products, optical products and intellectual property products and licensing; Gennum's expectations for sales and licensing of its products in these markets including anticipated costs and fees, sales, product prices, size, duration, growth or decline of market opportunities and competitive and pricing pressures in these markets; Gennum's product roadmap and the speed at which Gennum is able to introduce new products; the adoption of new standards in the markets in which Gennum competes and the ability of Gennum to anticipate these changes and successfully address new opportunities; sales and capital spending plans and estimates, shipment levels and operating expenses; the anticipating savings from, and the anticipated costs and related charges and operating expenses associated with, the planned outsourcing of test and logistics operations; exchange rate fluctuations in, and the relative values of, the Canadian dollar, the U.S. dollar, the Japanese yen and the British pound; Gennum's ability to finance its growth plans and make necessary investments; and litigation in which Gennum is involved.
Inherent in forward-looking statements are risks and uncertainties beyond Gennum's ability to predict or control including, but not limited to, risks associated with: competitive and pricing pressures in the increasingly competitive environment in which Gennum operates; changes in the mix of products sold which, due to associated margins, can impact Gennum's financial results; risks associated with the Proposed Semtech Transaction, including in relation to the actual closing of the transaction, the satisfaction or non-satisfaction as applicable of one or more conditions to the closing of the transaction, delay of, or inability to receive, Gennum shareholders' approval or a final order of the Ontario Superior Court of Justice in respect of the transaction, the success of near and longer term integration efforts between the combined companies, and unexpected acquisition-related costs and expenses; the successful integration of and realization of benefits from acquisitions, including the acquisition of Nanotech; economic cycles in the semiconductor industry including downturns which can result from adverse general economic conditions; our ability to anticipate needs for future products and successfully execute our product roadmap, including the possibility of the emergence of disruptive technologies which negatively impact our positioning in the marketplace; the risk that unforeseen factors may arise that result in us not being able to achieve our operating income, cash flow and other business model targets; possible impairments of assets which could be required in the future; fluctuations in foreign exchange rates and their potential adverse impact upon our financial results; our reliance on external foundries and suppliers and the potential adverse effects of disruptions in any of these arrangements; our ability to attract and retain key personnel necessary for our business; our ability to successfully protect our intellectual property rights; and the initiation and outcome of legal proceedings. Readers should also refer to the sections entitled "Risks and Uncertainties" in our 2011 management's discussion and analysis and "Risk Factors" in our most recent annual information form, each as filed on SEDAR at www.sedar.com.
Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this news release. Such statements are based on a number of assumptions which may prove to be incorrect including, but not limited to, the following assumptions: there is no material deterioration in the business and economic conditions in the marketplace for Gennum's products; assumptions relating to the Proposed Semtech Transaction, including assumptions as to the ability of the parties to receive, in a timely manner, the necessary Ontario Superior Court of Justice and Gennum shareholders' approval, and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the proposed transaction; Gennum is able to successfully integrate acquisitions (including the acquisition of Nanotech) and the results of such acquisitions are not materially different from those anticipated by Gennum; Gennum's expectations regarding market trends for analog and mixed-signal products, optical products and intellectual property products and licensing are not materially incorrect; Gennum is able to execute its product roadmap without delays or disruptions having a material impact on Gennum; Gennum's expectations relating to the needs and direction of the marketplace for its products are within reasonable bounds of accuracy and Gennum is able to introduce products and capitalize on new opportunities generally as expected; Gennum's expectations relating to its future operating expenses, as well as the capital required to conduct its business in the future, are not materially incorrect; significant impairments of assets will not arise; material disruptions in the manufacture and supply of products and services to Gennum by foundries and suppliers will not materialize; Gennum's expectations relating to competitive pressures, including pricing pressures, as well as Gennum's expectations relating to the mix of products to be sold by it, are not materially incorrect; the actual savings from, and costs and related charges and operating expenses associated with, the planned outsourcing of test and logistics operations are not materially different from those anticipated by Gennum; significant fluctuations in foreign exchange rates which materially adversely affect Gennum's financial results do not arise; customer demand for Gennum's products remains generally as anticipated; and Gennum is able to continue to retain and attract technical and other key employees.
Readers are cautioned that the foregoing list of important factors and assumptions is not exhaustive. Forward-looking statements are not guarantees of future performance. Events or circumstances could cause Gennum's actual results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking statements. Consequently, readers should not place any undue reliance on these forward-looking statements. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that such information may not be appropriate for other purposes. In addition, these forward-looking statements relate to the date on which they are made. We disclaim any intention or obligation to update or revise any forward-looking statements or the foregoing list of factors, whether as a result of new information, future events or otherwise, except to the extent required by law.
1 "Net earnings per share, adjusted for non-recurring items after tax" is a non-GAAP financial measure that does not have any standardized meaning under GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. An explanation of this term, a description of why we believe it to be a useful measure, and a quantitative reconciliation to the most directly comparable measure calculated in accordance with GAAP are set forth under the heading "Non-GAAP Reporting" in our management's discussion and analysis for our financial year ended November 30, 2011 as filed on SEDAR at www.sedar.com and on our website at www.gennum.com.
For further information:
Gennum Investor Relations Contact
Senior Vice-President, Finance & Administration
and Chief Financial Officer
Tel: 905-632-2999 ext. 3060
Email: [email protected]