Acquisition
Arc International PLC
12 February 2008
Media Contact: Investor Contact:
Lee Garvin Flanagin Juliet Clarke
ARC International Financial Dynamics
+1 408 437 3433 +44 20 7831 3113
lee.flanagin@arc.com juliet.clarke@fd.com
Platinum Record and 2008 CES Showcase Award
Winning Provider of Sound Enhancement Technology
SAN JOSE, Calif., and ST. ALBANS, England, February 12, 2008 - ARC
International (LSE: ARK) today announced that it has acquired Sonic Focus, Inc.,
a privately held U.S. company located in Northern California. Sonic Focus
provides award winning audio enhancement technology that already has achieved
design wins in a number of desktop PCs and laptops, and currently is designed
into a wide range of consumer electronics products. Sonic Focus's products
recreate studio quality audio when audio fidelity has been degraded due to
digital compression. Sonic Focus's products are widely considered to have the
most robust audio solutions for music enthusiasts, and bring natural surround
sound to digitally compressed stereo files. See companion announcement released
today, February 12, 2008 from Sonic Focus about the integration of the two
companies' products.
Together with technologies from previous acquisitions, Sonic Focus's audio
enhancement software builds on ARC's ability to bring higher quality audio and
video solutions to companies throughout the consumer electronics value chain.
This strategy was outlined at the recently held ConfigConTM Silicon Valley
developer conference where 1,000 people registered to listen to ARC and some of
its key partners, including Intel and Microsoft, talk about "Enabling the
YouTube Generation." A highlight video is available at: www.youtube.com/watch?v
=yW3rlIf0q9c
For financial year 2007, Sonic Focus operations were breakeven with
approximately £600,000 ($1.2 million) in revenue. The acquisition is not
expected to negatively impact ARC's 2008 operating results. Sonic Focus has an
established customer base of "Tier 1" OEMs globally and is gaining significant
traction in the audio post-processing market.
Carl Schlachte, president and CEO of ARC International, said, "The acquisition
of Sonic Focus enhances ARC's strategy of increasing its customer base and
revenues by delivering one of the highest value elements of an audio enabled
device - sound enhancement software. Sonic Focus's established revenue stream
and growing customer list of leading consumer OEMs will complement ARC's
financial and product goals."
Tom Paddock, president and CEO of Sonic Focus, said, "The combination of Sonic
Focus and ARC will offer new, more powerful solutions to OEMs and their
semiconductor suppliers worldwide. Furthermore, this combination will expand
our reach to a broader range of embedded consumer devices thereby bringing the
revolution of better music fidelity to a greater number of consumers." Mr.
Paddock will join ARC as the Vice President of Audio Systems.
The consideration for the acquisition is £3.3 million ($6.5 million), of which
£750,000 ($1.5 million) will be paid in ARC International ordinary shares over
two and a half years based upon achievement of certain milestones. The cash
element will be paid from existing cash balances. After the transaction, ARC's
cash balances are £18.7 million ($37 million). Sonic Focus had gross assets of
approximately £93,000 ($185,000) and generated profits of £42,000 ($83,160) for
the year ended September 30, 2007. These results were unaudited as there is no
requirement for such audit of a privately held company in the U.S.
To satisfy the equity element of the consideration, application will be made to
the UK Listing Authority and the London Stock Exchange for approximately
2,738,000 ordinary shares of 0.1p each to be admitted to trading on the London
Stock Exchange prior to their issuance. The ARC shares will be issued 15 and 30
months after closing. The number of shares to be issued was calculated with
reference to ARC's 10 day average closing share price prior to the completion of
the acquisition of Sonic Focus on February 11, 2007, and converted into U.S.
dollars using the average interbank exchange rate over the same 10 day period.
About Sonic Focus, Inc.
Sonic Focus is a leader in digital audio enhancement technology. The company's
goal is to bring music enthusiasts closer to the original performance with the
highest-quality audio experience possible. Sonic Focus began in the 1990's by
working with pioneering musicians to improve the quality of their live concerts
being streamed via the Internet. Sonic Focus's artisans and engineers draw upon
decades of close partnerships with music icons such as Jerry Garcia, Cher,
George Winston, Will Ackerman, Carlos Santana, Grateful Dead, and Windham Hill.
Their work also includes partnerships with media companies such as Clear Channel
Communications and the Walt Disney Company. Additionally, Sonic Focus has an
audio mastering studio where products from OEM companies can be optimally tuned
to achieve the maximum sound experience at price points for consumer products.
Sonic Focus is working to spread the revolution of higher quality audio beyond
PCs and laptops to devices such as MP3 players, cell phones, in-car audio and
home theater systems. This is considered to be one of the hottest trends in
consumer electronics today. At the 2008 Consumer Electronics Show (CES) in Las
Vegas, Sonic Focus and its OEM customer Bel Canto won an award for their jointly
branded iPod docking station the "ULTRA-DOCK." Hailed as the "premier iPod
docking solution" for the consumer audiophile market, it converts ordinary
digital compressed stereo audio to theater-quality fidelity. A video interview
with Sonic Focus's CEO Tom Paddock at CES is available at: http://
www.youtube.com/watch?v=XWy__PfBJTQ
Other jointly branded consumer products from Sonic Focus's OEM customers include
Intel's Audio Studio, which ships as a bundled software package with Intel(R)
Desktop Boards. More information is provided at: www.intel.com/go/audiostudio
Further Information on the Acquisition of Sonic Focus
Slides providing additional overview of the acquisition are available on ARC's
Website at www.arc.com. On Tuesday, February 12, 2008 at 15:00 GMT, ARC will
hold a conference call for investors and financial analysts. The conference
call number is +44 1452 562 815 from the United Kingdom and +1 866 629 0054 from
the United States. An audio replay of the call also will be made available from
18:00 GMT starting the afternoon of February 12, 2008. To access the replay,
dial +44 1452 550 000 from the United Kingdom or +1 866 247 4222 from the United
States. The access code for the replay is 34931066. Additionally, further
information about the acquisition as well as ARC's full year 2007 financial
results will be disclosed on February 20, 2008. A meeting will be held in
London for analysts. Interested parties should contact Financial Dynamics or
ARC International for more information.
# # #
About ARC International plc
ARC International is the world leader in configurable multimedia subsystems and
CPU/DSP processors. Used by over 140 companies worldwide, ARC's configurable
solutions enable the creation of highly differentiated system-on-chips (SoCs)
that ship in hundreds of millions of devices annually. ARC's patented
subsystems and cores are smaller, consume less power, and are less expensive to
manufacture than competing products.
ARC International maintains a worldwide presence with corporate and research and
development offices in California and St. Albans, UK. For more information
visit www.ARC.com. ARC International is listed on the London Stock Exchange as
ARC International plc (LSE: ARK).
ARC and the ARC logo are trademarks or registered trademarks of ARC
International. All other brands or product names contained herein are the
property of their respective owners. This press release may contain certain
"forward-looking statements" that involve risks and uncertainties, including the
development, implementation, and release of features described herein. These
are at the sole discretion of ARC International. Licenses from 3rd parties for
certain software and essential patents may be required depending on licensee's
use/implementation. For other factors that could cause actual results to differ,
visit the company's Website as well as the listing particulars filed with the
United Kingdom Listing Authority and the Registrar of Companies in England and
Wales.
This information is provided by RNS
The company news service from the London Stock Exchange ND
ACQSFUSMESASEDE