Latest news with #Spectra7
Business Wire
23-04-2025
- Business
- Business Wire
Parade Technologies Reports First Quarter 2025 Financial Results
SAN JOSE, Calif.--(BUSINESS WIRE)--Parade Technologies, Ltd. (Taipei Exchange: a leading high-speed interface IC supplier, today announced financial results for the first quarter fiscal year 2025 ended March 31, 2025, and provided guidance for the second quarter of fiscal year 2025. Consolidated revenue was US$126.23 million and consolidated net income was US$20.19 million. Basic and fully diluted after-tax earnings per share ('EPS') were US$0.25 (NT$8.38) and US$0.25 (NT$8.33), respectively. These results compared to consolidated revenue US$121.28 million and consolidated net income of US$18.21 million, or US$0.23 (NT$7.21) and US$0.23 (NT$7.17) per basic and fully diluted share, in the year-ago quarter. In US dollars, the first quarter of 2025 consolidated revenue decreased 0.93% sequentially and was up 4.08% year-over-year. The gross profit in the first quarter of 2025 was US$53.72 million, representing a decrease of 0.07% from the previous quarter and an increase of 3.40% compared to the same quarter of last year. On March 9, 2025, Parade and Spectra7, a Canadian analog semiconductor company, announced that they have entered into a definitive agreement under which Parade will acquire the majority of Spectra7's assets. These assets include intellectual property (IP), products, designs, inventory, and other specified items. With the purchase of the majority of Spectra7's assets, Parade is positioned to further strengthen its global leadership in high-speed connectivity solutions. The purchase will enable Parade to both continue marketing Spectra7's existing advanced active cable product portfolio and to leverage Spectra7's technology in new high speed solutions. Parade anticipates that Spectra7's cutting-edge SiGe-technology, achieving data speeds of 112 Gbps and higher, will provide valuable support for Parade's efforts to expand into high-growth markets such as data centers, AI-powered computing, and next-generation consumer electronics. In addition, as part of the acquisition, a significant number of Spectra7's employees will join Parade, ensuring continuity of technical expertise and customer support. This strategic purchase will further empower Parade's ongoing efforts to deliver faster, more energy-efficient signal integrity connectivity solutions that meet the evolving demands of today's data-driven world. Based on current business outlook, Parade is providing the following guidance for the second quarter of fiscal 2025: Revenue: US$121.0 ~134.0 Million Gross Margin: 42% ~46% Operating Expense: US$32.0 ~35.0 Million The actual demand in Q2 will be impacted by tariff situation which is hard to predict The financial figures detailed above for the first quarter of 2025 have been reviewed by independent accountants. About Parade Technologies, Ltd. Parade Technologies, Ltd. is a leading supplier of mixed-signal ICs for a variety of popular display and high-speed interface standards used in computers, consumer electronics and display panels. The fabless semiconductor company was founded in 2005 and publicly listed on Taipei Exchange ('TPEx') in 2011 (stock code: 4966). Parade's portfolio of IC products serves the growing demand for HDMI™, DisplayPort™, SATA, and USB ICs for display, storage and interface applications. In addition to being a technology innovator, Parade is an active participant and leader in industry standards-setting organizations. Parade Technologies, Inc., a wholly owned US-based subsidiary of Parade Technologies, Ltd., is a member of VESA (Video Electronics Standard Association). Parade Technologies, Inc. has made key contributions to the development of VESA's DisplayPort™ digital video interface standard. Parade leverages its close relationships with market leading Tier-1 OEMs to develop ICs that provide unique system capabilities. Many of the company's devices integrate proprietary technologies that offer superior system signal integrity, advanced system integration and enhanced power efficiency. As a result of the company's 'standards-plus' design philosophy, Parade ICs have been designed into products offered by nearly every leading computer and display vendor worldwide. UNAUDITED CONSOLIDATED BALANCE SHEETS As of March 31, 2025 and 2024 USD in Thousands NTD in Thousands Mar 31, Mar 31, Mar 31, Mar 31, 2025 2024 2025 2024 Current assets Cash & cash equivalents 290,422 290,654 9,644,907 9,300,922 Accounts receivable, net 47,047 47,187 1,562,436 1,509,969 Inventories, net 117,316 118,948 3,896,071 3,806,334 Other current assets 20,094 19,981 667,325 639,409 Total current assets 474,879 476,770 15,770,739 15,256,634 Non-current assets Property, plant and equipment, net 10,043 12,435 333,520 397,929 Right-of-use assets 8,955 8,354 297,393 267,320 Intangible assets 103,913 101,152 3,450,916 3,236,859 Deferred income tax assets 12,117 12,479 402,417 399,322 Other non-current assets 148,655 154,214 4,936,846 4,934,861 Total non-current assets 283,683 288,634 9,421,092 9,236,291 Total Assets 758,562 765,404 25,191,831 24,492,925 Current Liabilities Accounts payable 42,238 45,116 1,402,714 1,443,712 Other payables 22,342 22,201 741,973 710,430 Current income tax liabilities 11,606 10,705 385,458 342,556 Lease liabilities - current 3,579 3,278 118,873 104,906 Other current liabilities 6,700 6,956 222,498 222,605 Total current liabilities 86,465 88,256 2,871,516 2,824,209 Non-current Liabilities Lease liabilities - non-current 5,375 5,076 178,520 162,414 Total non-current liabilities 5,375 5,076 178,520 162,414 Equity Ordinary shares 26,730 26,731 811,600 811,627 Capital reserves 134,400 138,078 4,135,700 4,222,226 Retained earnings 590,818 544,970 17,663,439 16,174,349 Other equity (3,997 ) (5,514 ) 2,174,846 1,313,487 Treasury shares (81,229 ) (32,193 ) (2,643,790 ) (1,015,387 ) Total equity 666,722 672,072 22,141,795 21,506,302 Total liabilities and equity 758,562 765,404 25,191,831 24,492,925 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS For three months ended March 31, 2025 and 2024 USD in Thousands NTD in Thousands Mar 31, Mar 31, Mar 31, Mar 31, 2025 2024 2025 2024 Cash flows from operating activities Income before income tax for the period 22,133 19,149 727,939 602,226 Depreciation and amortization (including the right-of-use assets) 6,149 5,167 202,257 162,504 Loss on disposal of equipment - 20 - 628 Loss on disposal of intangible assets - 54 - 1,703 Share-based compensation cost 5,153 9,190 168,995 285,186 Interest income (2,061 ) (2,480 ) (67,793 ) (77,998 ) Income and expenses having no effect on cash flows 9,241 11,951 303,459 372,023 Accounts receivable 664 6,917 22,058 221,335 Inventories 4,143 3,937 137,611 125,979 Other current assets (6,746 ) (6,538 ) (213,040 ) (192,840 ) Net changes in assets relating to operating activities (1,939 ) 4,316 (53,371 ) 154,474 Accounts payable 1,950 (5,911 ) 64,755 (189,160 ) Accrued expenses (10,326 ) (9,836 ) (342,933 ) (314,754 ) Other current liabilities 800 (125 ) 26,571 (3,998 ) Net changes in liabilities relating to operating activities (7,576 ) (15,872 ) (251,607 ) (507,912 ) Cash inflow generated from operations 21,859 19,544 726,420 620,811 Interest received 2,061 2,480 67,793 77,998 Income tax paid (1,485 ) (1,279 ) (48,843 ) (40,223 ) Net cash provided by operating activities 22,435 20,745 745,370 658,586 Cash flows from investing activities Acquisition of equipment (952 ) (1,412 ) (31,311 ) (44,404 ) Acquisition of intangible assets (110 ) (18 ) (3,608 ) (585 ) Decrease in refundable deposits 3,350 1,846 111,258 59,085 Increase in other prepayments (2,914 ) (5,776 ) (95,848 ) (181,650 ) Net cash flows used in investing activities (626 ) (5,360 ) (19,509 ) (167,554 ) Cash flows from financing activities Distribution of cash dividends (17,896 ) (12,800 ) (570,088 ) (390,871 ) Repayment of the principal portion of lease liabilities (915 ) (807 ) (30,081 ) (25,393 ) Purchase of treasury shares (45,790 ) - (1,497,643 ) - Treasury shares reissued to employees 11,408 12,468 365,679 378,062 Cash dividend regain from canceled share-based compensation 5 3 146 84 Net cash flows used in financing activities (53,188 ) (1,136 ) (1,731,987 ) (38,118 ) Effect of exchange rate changes 608 26 119,131 360,407 Net (decrease) increase in cash and cash equivalents (30,771 ) 14,275 (886,995 ) 813,321 Cash and cash equivalents at beginning of period 321,193 276,379 10,531,902 8,487,601 Cash and cash equivalents at end of period 290,422 290,654 9,644,907 9,300,922 Expand
Yahoo
16-04-2025
- Business
- Yahoo
Spectra7 Files 2024 Annual Financial Results, Provides Update on Previously Announced Transaction with Parade Technologies
SAN JOSE, Calif., April 15, 2025 /CNW/ -- (TSXV:SEV) (OTCQB:SPVNF) Spectra7 Microsystems Inc. ("Spectra7" or the "Company"), a leader in high-performance analog semiconductors for broadband connectivity markets, such as AI networks, hyperscale data centers, and AR/VR, today announced that it has filed its financial results for the year ended December 31, 2024. A copy of the audited consolidated financial statements for the year ended December 31, 2024, and the corresponding management's discussion and analysis (the "MD&A") are available under the Company's profile on or through the investor relations section of the Company's website at Additionally, the Company is providing an update on its transaction with Parade Technologies, Ltd. ("Parade"), which was previously announced on March 7, 2025. The Company and Parade are parties to a definitive agreement (the "Purchase Agreement") under which Parade has agreed to acquire substantially all of the assets (the "Assets") of Spectra7 and its subsidiaries (the "Sale Transaction"). The Assets include intellectual property (IP), products, designs, inventory, and other specified items. The purchase price (the "Purchase Price") for the Assets is US$9,000,000 (approximately CDN$12,933,001) in cash. On closing (the "Closing") of the Sale Transaction, Parade shall make a cash payment to Spectra7 equal to the Purchase Price, less: (i) the Bridge Loans (as defined below), and (ii) US$1,800,000 (approximately CDN$2,586,600) (the "Escrow Amount"). The Escrow Amount shall be deposited into escrow with a third-party escrow agent to cover certain potential indemnity claims by Parade until the date that is one year after the closing of the Sale Transaction (the "Escrow Release Date"). There can be no certainty as to the quantum of the Escrow Amount to be released. Pursuant to the Purchase Agreement, Parade has advanced loans to Spectra7 totaling US$750,000 (CDN$1,077,750) (collectively, the "Bridge Loans"), in order to assist Spectra7 to maintain its operations and carry on its business until Closing. The Bridge Loans (i) bear interest at the prevailing prime rate; (ii) are secured against certain assets of Spectra7 and its subsidiaries; and (iii) will be credited (including interest) at Closing against the Purchase Price. In the event that the Sale Transaction is not completed or the Purchase Agreement is terminated, the Bridge Loans become immediately payable by Spectra7 to Parade. It is the intention of Spectra7 to distribute all of the net proceeds received from the Sale Transaction to its shareholders (other than dissenting shareholders) (the "Spectra7 Shareholders") and holders of pre-funded warrants. The Company anticipates making a special distribution (the "Special Distribution") to the Spectra7 Shareholders and holders of pre-funded warrants of all of the net cash proceeds received at Closing and one non-interest bearing contingent value right (each, a "CVR") for each common share or pre-funded warrant held on the record date for the Special Distribution. The distribution of the available Escrow Amount and any unused proceeds from the Sale Transaction shall be made to the holders of CVRs on a date to be determined by the Company as soon as possible following the Escrow Release Date. The cash portion of the Special Distribution shall be equal to the proceeds received by Spectra7 at the Closing less: (i) transaction costs including fees for financial and legal advisors, costs of the special meeting of Spectra7 Shareholders to be held to approve the Sale Transaction (the "Meeting"), escrow agent fees and fees payable to the TSX Venture Exchange (the "TSXV"); (ii) accounts payable and any employee severance and bonus costs; (iii) funds used for Spectra7's ordinary course expenses prior to Closing; and (iv) funds used by Spectra7 to continue to exist until on or after the Escrow Release Date. The cash portion of the Special Distribution is estimated to be approximately US$1,070,000 (approximately CDN$1,537,590), or approximately US$0.0039 per share based on the share information below, and is expected to be made within two weeks after Closing. The reduction of the cash portion of the Special Distribution compared to prior disclosure by the Company is as a result of updated employee compensation obligations and governance, maintenance and wind-down costs amongst the Company's international operations. Assuming the Escrow Amount is released in full, the distribution to CVR holders is estimated to be US$1,800,000 (approximately CDN$2,586,600) or approximately US$0.0065 per share, and is expected to be made shortly following the Escrow Release Date. As of the date of this release, the number of common shares of Spectra7 outstanding (assuming the exercise in full of all of the 100,035,411 outstanding pre-funded warrants and settlement of all outstanding restricted share units, but excluding the exercise or conversion of any other outstanding securities of Spectra7 previously issued by Spectra7) is 276,622,494 common shares. Based on the above estimates and the common share amounts noted above, the total Special Distribution, including the estimated payment to CVR holders, to the Spectra7 Shareholders is expected to be approximately US$2,870,000 (approximately CDN$4,124,190) or approximately US$0.0104 per share. It is anticipated that Parade shall be employing the substantial majority of the Company's employees upon completion of the Sale Transaction. Closing of the Sale Transaction is subject to various conditions, including the approval of the TSXV and approval of at least 66 2/3% of the votes cast by Spectra7 Shareholders at a Meeting to take place on April 17, 2025. As part of the Transaction, Spectra7 has entered into voting and support agreements with Spectra7 Shareholders holding approximately 60.44% of the issued and outstanding common shares of Spectra7, who have, among other things, agreed to vote their common shares of Spectra7 in favor of the Sale Transaction. Additional details relating to the Sale Transaction are set out in the management information circular of Spectra7 mailed to Spectra7 Shareholders in connection with the Meeting. The Sale Transaction is expected to close in the week following the Meeting assuming approval is granted by the Shareholders. ABOUT SPECTRA7 MICROSYSTEMS INC. Spectra7 Microsystems Inc. is a high-performance analog semiconductor company delivering unprecedented bandwidth, speed and resolution to enable disruptive industrial design for leading electronics manufacturers in virtual reality, augmented reality, mixed reality, data centers and other connectivity markets. Spectra7 is based in San Jose, California with a design center in Cork, Ireland and a technical support location in Dongguan, China. For more information, please visit Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. CAUTIONARY NOTES Statements in this press release contain forward-looking information. Such forward-looking information may be identified by words such as "anticipates", "plans", "proposes", "estimates", "intends", "expects", "believes", "may" and "will". The forward-looking statements included in this press release, including statements regarding the Sale Transaction, the receipt of necessary Spectra7 Shareholder and TSXV approvals and satisfaction of other closing conditions, the anticipated timing of the meeting of Spectra7 Shareholders to approve the Sale Transaction and timing of Closing, the release of the Escrow Amount and the ultimate quantum and timing of the distributions payable to Spectra7 Shareholders upon Closing and release of the Escrow Amount. In respect of the forward-looking statements and information included in this press release, Spectra7 has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of the Spectra7 Shareholder meeting, the ability of the parties to the Purchase Agreement to receive, in a timely manner and on satisfactory terms, necessary approvals to complete the Sale Transaction, the ability of such parties to satisfy, in a timely manner, the other conditions to the closing of the Sale Transaction, and assumptions related to the historical burn rate of Spectra7 and expenses becoming due prior to Closing. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond Spectra7's control. Such risks and uncertainties include but are not limited to: the risk that the Sale Transaction may not be completed on a timely basis, or at all; risks that the conditions to the consummation of the Sale Transaction may not be satisfied; the risk that the Sale Transaction may involve unexpected costs, liabilities or delays; the risk that, prior to the completion of the Sale Transaction, Spectra7's business may experience significant disruptions, including loss of customers or employees, due to transaction-related uncertainty or other factors; the possible occurrence of an event, change or other circumstance that could result in termination of the Sale Transaction; risks that the Sale Transaction may have a negative impact on the market price and liquidity of the common shares of Spectra7; risks related to the diversion of management's attention from the Company's ongoing business operations; risks relating to the failure to obtain necessary Spectra7 Shareholder and TSXV approvals; risks related to trade tariffs and retaliatory trade measures, specifically between the United States and Canada; foreign exchange risk; the risk that Spectra7's burn rate until Closing is much higher than anticipated, or that there are unanticipated expenses that become due during such time; and other risks inherent to completing a cross-border transaction of this nature. Further, failure to obtain the requisite approvals or the failure of the parties to otherwise satisfy the conditions to or complete the Sale Transaction, may result in the Sale Transaction not being completed on the proposed terms, or at all. In addition, if the Sale Transaction is not completed, and Spectra7's business continues in its current form, the announcement of the Sale Transaction and the dedication of substantial resources to the completion of the Sale Transaction could have a material adverse impact on Spectra7's share price, its current business relationships (including with future and prospective employees, customers and partners) and on the current and future operations, financial condition and prospects of Spectra7. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Readers are cautioned that the foregoing list of factors is not exhaustive. Details of additional risk factors relating to Spectra7 and its business, generally, are discussed under the heading "Business Risks and Uncertainties" in the MD&A, a copy of which is available on Spectra7's SEDAR+ profile at These statements speak only as of the date of this press release. Except as otherwise required by applicable securities statutes or regulation, Spectra7 expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise. For more information, please contact: Matt Kreps, Managing DirectorDarrow Associates Investor Relationsmkreps@ Spectra7 Microsystems JavaidChief Executive Officerir@ View original content to download multimedia: SOURCE Spectra7 Microsystems Inc. View original content to download multimedia: Sign in to access your portfolio
Associated Press
10-03-2025
- Business
- Associated Press
Parade Technologies Acquires Spectra7 Majority Assets to Enhance High-Speed Data Transmission Capabilities and Boost Connectivity Market Opportunities
Parade Technologies, Ltd. (TPEx: a leading supplier of video display, touch controller, and high-speed interface ICs, and Spectra7 Microsystems Inc. (TSXV: SEV) (OTCQB: SPVNF), a Canadian analog semiconductor company, today announced that they have entered into a definitive agreement under which Parade will acquire the majority of Spectra7's assets. These assets include intellectual property (IP), products, designs, inventory, and other specified items. With the purchase of the majority of Spectra7's assets, Parade Technologies is positioned to further strengthen its global leadership in high-speed connectivity solutions. The purchase will enable Parade to both continue marketing Spectra7's existing advanced active cable product portfolio and to leverage Spectra7's technology in new high speed solutions. Parade anticipates that Spectra7's cutting-edge SiGe-technology, achieving data speeds of 112 Gbps and higher, will provide valuable support for Parade's efforts to expand into high-growth markets such as data centers, AI-powered computing, and next-generation consumer electronics. In addition, as part of the acquisition, a significant number of Spectra7's employees will join Parade Technologies, ensuring continuity of technical expertise and customer support. This strategic purchase will further empower Parade's ongoing efforts to deliver faster, more energy-efficient signal integrity connectivity solutions that meet the evolving demands of today's data-driven world. The transaction, which is subject to customary closing conditions, is expected to close in the second quarter of 2025. ABOUT PARADE TECHNOLOGIES, LTD. Parade Technologies, Ltd. is a leading supplier of mixed-signal ICs for a variety of popular display and high-speed interface standards used in computers, consumer electronics and display panels. The fabless semiconductor company was founded in 2005 and publicly listed on Taipei Exchange ('TPEx') in 2011 (stock code: 4966). Parade's portfolio of IC products serves the growing demand for HDMI™, DisplayPort™, SATA, and USB ICs for display, storage and interface applications. In addition to being a technology innovator, Parade is an active participant and leader in industry standards-setting organizations. Parade Technologies, Inc., a wholly owned US-based subsidiary of Parade Technologies, Ltd., is a member of VESA (Video Electronics Standard Association). Parade Technologies, Inc. has made key contributions to the development of VESA's DisplayPort™ digital video interface standard. Parade leverages its close relationships with market leading Tier-1 OEMs to develop ICs that provide unique system capabilities. Many of the company's devices integrate proprietary technologies that offer superior system signal integrity, advanced system integration and enhanced power efficiency. As a result of the company's 'standards-plus' design philosophy, Parade ICs have been designed into products offered by nearly every leading computer and display vendor worldwide. ( ABOUT SPECTRA7 MICROSYSTEMS INC. Spectra7 Microsystems Inc. is a leader in high-performance analog semiconductors for powering the AI revolution in broadband connectivity markets, hyperscale data centers, and Spatial Computing. Spectra7 is based in San Jose, California with a design center in Cork, Ireland and a technical support location in Dongguan, China. ( INDUSTRY KEYWORD: SEMICONDUCTOR HARDWARE DATA MANAGEMENT AUDIO/VIDEO TECHNOLOGY SOURCE: Parade Technologies, Ltd. Copyright Business Wire 2025. PUB: 03/09/2025 08:00 PM/DISC: 03/09/2025 08:03 PM
Globe and Mail
07-03-2025
- Business
- Globe and Mail
Spectra7 Microsystems and Parade Technologies, Ltd. enter into Definitive Agreement for Sale of Substantially All of Spectra7's Assets
SAN JOSE, Calif. , March 7, 2025 /CNW/ -- Spectra7 Microsystems Inc. (TSXV: SEV) (OTCQB: SPVNF) (" Spectra7"), a leader in high-performance analog semiconductors for powering the AI revolution in broadband connectivity markets, hyperscale data centers, and Spatial Computing, is pleased to announce that it has entered into a definitive agreement (the " Purchase Agreement") effective today with Parade Technologies, Ltd. (TPEx: (" Parade"), an arm's length party and a leading supplier of video display, touch controller, and high-speed interface ICs, under which Parade will acquire substantially all of the assets (the " Assets") of Spectra7 and its subsidiaries (the " Sale Transaction"). The Assets include intellectual property (IP), products, designs, inventory, and other specified items. The Sale Transaction will enable Parade to both continue marketing Spectra7's existing advanced active cable product portfolio and to leverage Spectra7's technology in new high speed solutions. Parade anticipates that Spectra7's cutting-edge SiGe-technology, achieving data speeds of 112 Gbps and higher, will provide valuable support for Parade's efforts to expand into high-growth markets such as data centers, AI-powered computing, and next-generation consumer electronics. In addition, as part of the acquisition, it is currently anticipated that a significant number of Spectra7's employees will join Parade, ensuring continuity of technical expertise and customer support. "We are thrilled by this outcome and excited to close this transaction. Spectra7's pioneering work and best-in-class Active Copper Cable products have a great partner in Parade, a powerhouse in the industry. Our customers, partners and industry will benefit tremendously." – Omar Javaid , CEO of Spectra7. Purchase Price The purchase price (the " Purchase Price") for the Assets is US$9,000,000 (approximately CDN$12,933,000 1) in cash. On closing (the " Closing") of the Sale Transaction, Parade shall make a cash payment to Spectra7 equal to the Purchase Price, less: (i) the Bridge Loans (as defined below), and (ii) US$1,800,000 (approximately CDN$2,586,600 ) (the " Escrow Amount"). The Escrow Amount shall be deposited into escrow with a third-party escrow agent to cover certain potential indemnity claims by Parade until the date that is one year after the closing of the Sale Transaction (the "Escrow Release Date"). There can be no certainty as to the quantum of the Escrow Amount to be released. It is the intention of Spectra7 to distribute all of the net proceeds received from the Sale Transaction to its shareholders (the " Spectra7 Shareholders") in two special distributions (each, a "Special Distribution"). The first Special Distribution shall be equal to the proceeds received by Spectra7 at the Closing (as defined below) less: (i) transaction costs including legal fees, costs of the special meeting of Spectra7 Shareholders to be held to approve the Sale Transaction (the " Meeting"), escrow agent fees and fees payable to the TSX Venture Exchange (the " TSXV"), and applicable broker fees; (ii) accounts payable and any employee severance and bonus costs; (iii) funds used for Spectra7's ordinary course expenses prior to Closing; and (iv) funds used by Spectra7 to continue to exist as a public company until on or after the Escrow Release Date. The first Special Distribution is estimated to be approximately US$3,300,000 (approximately CDN$4,742,100 ), or approximately CDN$0.018 per share based on the share information below, and is expected to be made within seven days after Closing. Assuming no further Bridge Loans above US$750,000 are required and the Escrow Amount is released in full, the Second Distribution is estimated to be US$1,800,000 (approximately CDN$2,586,600 ) or approximately CDN$0.01 per share, and is expected to be made at the applicable time that funds are released from the Escrow Amount . As of the date of this release, the number of common shares of Spectra7 outstanding (assuming the exercise in full of all of the 112,253,574 outstanding pre-funded warrants but excluding the exercise or conversion of any other outstanding securities of Spectra7 previously issued by Spectra7) is 255,008,208 common shares. Based on the above estimates and the common share amounts noted above, the total Special Distributions to the Spectra7 Shareholders is expected to be approximately US$5,100,000 (approximately CDN$7,328,700) or approximately CDN$0.028 per share. Each Special Distribution shall be made to the Spectra7 Shareholders of record as of the closing date of the Sale Transaction. Bridge Financing Concurrently with the execution of the Purchase Agreement by the parties, Parade has agreed to advance a loan to Spectra7 in the amount of US$450,000 (approximately CDN$646,650 ), with an additional loan in the amount of US$300,000 (approximately CDN$431,100 ) to be advanced on or about March 21, 2025 (collectively, the " Bridge Loans"), in order to assist Spectra7 to maintain its operations and carry on its business until Closing. The Bridge Loans (i) bear interest at the prevailing prime rate; (ii) are secured against certain assets of Spectra7 and its subsidiaries; and (iii) will be credited (including interest) at Closing against the Purchase Price. In the event that the Sale Transaction is not completed or the Purchase Agreement is terminated, the Bridge Loans become immediately payable by Spectra7 to Parade. Shareholder Approval and Recommendation of the Board of Spectra7 The closing of the Sale Transaction is subject to various conditions, including the approval of the TSXV and approval of at least 66 2/3% of the votes cast by Spectra7 Shareholders at the Meeting pursuant to the Business Corporations Act ( Ontario ). The members of the Board, after consultation with management and legal and financial advisors, have approved the Sale Transaction and determined that the Sale Transaction is in the best interests of Spectra7 and recommend that Spectra7 Shareholders vote in favour of the Sale Transaction at the Meeting. Spectra7 has entered into voting and support agreements with Spectra7 Shareholders holding an aggregate of 82,256,012 common shares representing approximately 57.62% of the issued and outstanding common shares of Spectra7, who have, among other things, agreed to vote their common shares of Spectra7 in favour of the Sale Transaction. Additional details relating to the Sale Transaction, anticipated value and timing of the Special Distributions and the quantum of applicable transaction expenses will be set out in the management information circular of Spectra7 (the "Circular") to be mailed to Spectra7 Shareholders in connection with the Meeting. The Meeting has been set for April 14, 2025 . The Sale Transaction is expected to close in the second quarter of 2025. The Purchase Agreement Under the terms of the Purchase Agreement, Parade has agreed to acquire all of the Assets. The closing of the Sale Transaction is subject to a number of customary conditions, including with respect to the truth and accuracy of the parties' representations and warranties and compliance with their respective covenants. A termination fee of US$2,500,000 (approximately CDN$3,592,500) is payable by Spectra7 to Parade should the Sale Transaction not close in the event that Spectra7 fails to receive Spectra7 Shareholder approval for the Sale Transaction. Following Closing, Spectra7 has agreed not to engage in the business of development, design and sale of semiconductor products, including high speed analog devices (the " Business"), and not to solicit any customers or clients of the Business, or employees that were involved in the Business, for a period of two years following the Closing. The Purchase Agreement may be terminated by either Spectra7 or Parade if the Closing does not occur on or before June 30, 2025 (the " Outside Date"); provided the terminating party is not then in breach of its covenants, representations or warranties and such breach is the principal cause that the Closing has not occurred by the Outside Date. Spectra7 has agreed to indemnify Parade for certain specified matters, including breaches of its representations, warranties and covenants in the Purchase Agreement, and certain other matters, subject to certain customary limitations. In the event an indemnification claim is made by Parade, they will have recourse to the Escrow Amount. Craig-Hallum Capital Group LLC and The Benchmark Company LLC acted as financial advisors to Spectra7 in connection with the Sale Transaction, and are together entitled to a transaction fee equal to US$1,000,000 (approximately CDN$1,437,000 ) on Closing . Copies of the Purchase Agreement and the Circular will be filed with Canadian securities regulators and will be available at Spectra7 Shareholders are urged to read the Circular and the other relevant materials when they become available, as such materials will contain important information regarding the Sale Transaction. ABOUT SPECTRA7 MICROSYSTEMS INC. Spectra7 is a leader in high-performance analog semiconductors for powering the AI revolution in broadband connectivity markets, hyperscale data centers, and Spatial Computing. Spectra7 is based in San Jose, California with a design center in Cork, Ireland and a technical support location in Dongguan, China ( ABOUT PARADE TECHNOLOGIES, LTD. Parade Technologies, Ltd. is a leading supplier of mixed-signal ICs for a variety of popular display and high-speed interface standards used in computers, consumer electronics and display panels. The fabless semiconductor company was founded in 2005 and publicly listed on Taipei Exchange (" TPEx") in 2011 (stock code: 4966). Parade's portfolio of IC products serves the growing demand for HDMI™, DisplayPort™, SATA, and USB ICs for display, storage and interface applications. In addition to being a technology innovator, Parade is an active participant and leader in industry standards-setting organizations. Parade Technologies, Inc., a wholly owned US-based subsidiary of Parade Technologies, Ltd., is a member of VESA (Video Electronics Standard Association). Parade Technologies, Inc. has made key contributions to the development of VESA's DisplayPort™ digital video interface standard. Parade leverages its close relationships with market leading Tier-1 OEMs to develop ICs that provide unique system capabilities. Many of the company's devices integrate proprietary technologies that offer superior system signal integrity, advanced system integration and enhanced power efficiency. As a result of the company's "standards-plus" design philosophy, Parade ICs have been designed into products offered by nearly every leading computer and display vendor worldwide. ( For further information please contact: Darrow Associates Matt Kreps 214-597-8200 ir@ Spectra7 Microsystems Inc. Omar Javaid Chief Executive Officer ir@ Forward-Looking Statements Statements in this press release contain forward-looking information. Such forward-looking information may be identified by words such as "anticipates", "plans", "proposes", "estimates", "intends", "expects", "believes", "may" and "will". The forward-looking statements included in this press release, including statements regarding the Sale Transaction, the receipt of necessary Spectra7 Shareholder and TSXV approvals and satisfaction of other closing conditions, the anticipated timing of the meeting of Spectra7 Shareholders to approve the Sale Transaction and timing of Closing, the release of the Escrow Amount and the ultimate quantum and timing of the distributions payable to Spectra7 Shareholders upon Closing and release of the Escrow Amount. In respect of the forward-looking statements and information included in this press release, Spectra7 has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of the Spectra7 Shareholder meeting, the ability of the parties to the Purchase Agreement to receive, in a timely manner and on satisfactory terms, necessary approvals to complete the Sale Transaction, the ability of such parties to satisfy, in a timely manner, the other conditions to the closing of the Sale Transaction, and assumptions related to the historical burn rate of Spectra7 and expenses becoming due prior to Closing. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond Spectra7's control. Such risks and uncertainties include but are not limited to: the risk that the Sale Transaction may not be completed on a timely basis, or at all; risks that the conditions to the consummation of the Sale Transaction may not be satisfied; the risk that the Sale Transaction may involve unexpected costs, liabilities or delays; the risk that, prior to the completion of the Sale Transaction, Spectra7's business may experience significant disruptions, including loss of customers or employees, due to transaction-related uncertainty or other factors; the possible occurrence of an event, change or other circumstance that could result in termination of the Sale Transaction; risks that the Sale Transaction may have a negative impact on the market price and liquidity of the common shares of Spectra7; risks related to the diversion of management's attention from the Trust's ongoing business operations; risks relating to the failure to obtain necessary Spectra7 Shareholder and TSXV approvals; risks related to trade tariffs and retaliatory trade measures, specifically between the United States and Canada ; foreign exchange risk; the risk that Spectra7's burn rate until Closing is much higher than anticipated, or that there are unanticipated expenses that become due during such time; and other risks inherent to completing a cross-border transaction of this nature. Further, failure to obtain the requisite approvals or the failure of the parties to otherwise satisfy the conditions to or complete the Sale Transaction, may result in the Sale Transaction not being completed on the proposed terms, or at all. In addition, if the Sale Transaction is not completed, and Spectra7's business continues in its current form, the announcement of the Sale Transaction and the dedication of substantial resources to the completion of the Sale Transaction could have a material adverse impact on Spectra7's share price, its current business relationships (including with future and prospective employees, customers and partners) and on the current and future operations, financial condition and prospects of Spectra7. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Readers are cautioned that the foregoing list of factors is not exhaustive. Details of additional risk factors relating to Spectra7 and its business, generally, are discussed under the heading "Business Risks and Uncertainties" in the Spectra7's Management's Discussion & Analysis for the year ended December 31, 2023 , a copy of which is available on Spectra7's SEDAR+ profile at These statements speak only as of the date of this press release. Except as otherwise required by applicable securities statutes or regulation, Spectra7 expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise. Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. 63663053.9 1 The US$/CDN$ exchange rate used throughout this press release is CDN$1.437 to US$1.00 based upon the Bank of Canada exchange rate as at March 5, 2025 .
Yahoo
07-03-2025
- Business
- Yahoo
Spectra7 Microsystems and Parade Technologies, Ltd. enter into Definitive Agreement for Sale of Substantially All of Spectra7's Assets
SAN JOSE, Calif., March 7, 2025 /CNW/ -- Spectra7 Microsystems Inc. (TSXV: SEV) (OTCQB: SPVNF) ("Spectra7"), a leader in high-performance analog semiconductors for powering the AI revolution in broadband connectivity markets, hyperscale data centers, and Spatial Computing, is pleased to announce that it has entered into a definitive agreement (the "Purchase Agreement") effective today with Parade Technologies, Ltd. (TPEx: ("Parade"), an arm's length party and a leading supplier of video display, touch controller, and high-speed interface ICs, under which Parade will acquire substantially all of the assets (the "Assets") of Spectra7 and its subsidiaries (the "Sale Transaction"). The Assets include intellectual property (IP), products, designs, inventory, and other specified items. The Sale Transaction will enable Parade to both continue marketing Spectra7's existing advanced active cable product portfolio and to leverage Spectra7's technology in new high speed solutions. Parade anticipates that Spectra7's cutting-edge SiGe-technology, achieving data speeds of 112 Gbps and higher, will provide valuable support for Parade's efforts to expand into high-growth markets such as data centers, AI-powered computing, and next-generation consumer electronics. In addition, as part of the acquisition, it is currently anticipated that a significant number of Spectra7's employees will join Parade, ensuring continuity of technical expertise and customer support. "We are thrilled by this outcome and excited to close this transaction. Spectra7's pioneering work and best-in-class Active Copper Cable products have a great partner in Parade, a powerhouse in the industry. Our customers, partners and industry will benefit tremendously." – Omar Javaid, CEO of Spectra7. Purchase Price The purchase price (the "Purchase Price") for the Assets is US$9,000,000 (approximately CDN$12,933,0001) in cash. On closing (the "Closing") of the Sale Transaction, Parade shall make a cash payment to Spectra7 equal to the Purchase Price, less: (i) the Bridge Loans (as defined below), and (ii) US$1,800,000 (approximately CDN$2,586,600) (the "Escrow Amount"). The Escrow Amount shall be deposited into escrow with a third-party escrow agent to cover certain potential indemnity claims by Parade until the date that is one year after the closing of the Sale Transaction (the "Escrow Release Date"). There can be no certainty as to the quantum of the Escrow Amount to be released. It is the intention of Spectra7 to distribute all of the net proceeds received from the Sale Transaction to its shareholders (the "Spectra7 Shareholders") in two special distributions (each, a "Special Distribution"). The first Special Distribution shall be equal to the proceeds received by Spectra7 at the Closing (as defined below) less: (i) transaction costs including legal fees, costs of the special meeting of Spectra7 Shareholders to be held to approve the Sale Transaction (the "Meeting"), escrow agent fees and fees payable to the TSX Venture Exchange (the "TSXV"), and applicable broker fees; (ii) accounts payable and any employee severance and bonus costs; (iii) funds used for Spectra7's ordinary course expenses prior to Closing; and (iv) funds used by Spectra7 to continue to exist as a public company until on or after the Escrow Release Date. The first Special Distribution is estimated to be approximately US$3,300,000 (approximately CDN$4,742,100), or approximately CDN$0.018 per share based on the share information below, and is expected to be made within seven days after Closing. Assuming no further Bridge Loans above US$750,000 are required and the Escrow Amount is released in full, the Second Distribution is estimated to be US$1,800,000 (approximately CDN$2,586,600) or approximately CDN$0.01 per share, and is expected to be made at the applicable time that funds are released from the Escrow Amount. As of the date of this release, the number of common shares of Spectra7 outstanding (assuming the exercise in full of all of the 112,253,574 outstanding pre-funded warrants but excluding the exercise or conversion of any other outstanding securities of Spectra7 previously issued by Spectra7) is 255,008,208 common shares. Based on the above estimates and the common share amounts noted above, the total Special Distributions to the Spectra7 Shareholders is expected to be approximately US$5,100,000 (approximately CDN$7,328,700) or approximately CDN$0.028 per share. Each Special Distribution shall be made to the Spectra7 Shareholders of record as of the closing date of the Sale Transaction. Bridge Financing Concurrently with the execution of the Purchase Agreement by the parties, Parade has agreed to advance a loan to Spectra7 in the amount of US$450,000 (approximately CDN$646,650), with an additional loan in the amount of US$300,000 (approximately CDN$431,100) to be advanced on or about March 21, 2025 (collectively, the "Bridge Loans"), in order to assist Spectra7 to maintain its operations and carry on its business until Closing. The Bridge Loans (i) bear interest at the prevailing prime rate; (ii) are secured against certain assets of Spectra7 and its subsidiaries; and (iii) will be credited (including interest) at Closing against the Purchase Price. In the event that the Sale Transaction is not completed or the Purchase Agreement is terminated, the Bridge Loans become immediately payable by Spectra7 to Parade. Shareholder Approval and Recommendation of the Board of Spectra7 The closing of the Sale Transaction is subject to various conditions, including the approval of the TSXV and approval of at least 66 2/3% of the votes cast by Spectra7 Shareholders at the Meeting pursuant to the Business Corporations Act (Ontario). The members of the Board, after consultation with management and legal and financial advisors, have approved the Sale Transaction and determined that the Sale Transaction is in the best interests of Spectra7 and recommend that Spectra7 Shareholders vote in favour of the Sale Transaction at the Meeting. Spectra7 has entered into voting and support agreements with Spectra7 Shareholders holding an aggregate of 82,256,012 common shares representing approximately 57.62% of the issued and outstanding common shares of Spectra7, who have, among other things, agreed to vote their common shares of Spectra7 in favour of the Sale Transaction. Additional details relating to the Sale Transaction, anticipated value and timing of the Special Distributions and the quantum of applicable transaction expenses will be set out in the management information circular of Spectra7 (the "Circular") to be mailed to Spectra7 Shareholders in connection with the Meeting. The Meeting has been set for April 14, 2025. The Sale Transaction is expected to close in the second quarter of 2025. The Purchase Agreement Under the terms of the Purchase Agreement, Parade has agreed to acquire all of the Assets. The closing of the Sale Transaction is subject to a number of customary conditions, including with respect to the truth and accuracy of the parties' representations and warranties and compliance with their respective covenants. A termination fee of US$2,500,000 (approximately CDN$3,592,500) is payable by Spectra7 to Parade should the Sale Transaction not close in the event that Spectra7 fails to receive Spectra7 Shareholder approval for the Sale Transaction. Following Closing, Spectra7 has agreed not to engage in the business of development, design and sale of semiconductor products, including high speed analog devices (the "Business"), and not to solicit any customers or clients of the Business, or employees that were involved in the Business, for a period of two years following the Closing. The Purchase Agreement may be terminated by either Spectra7 or Parade if the Closing does not occur on or before June 30, 2025 (the "Outside Date"); provided the terminating party is not then in breach of its covenants, representations or warranties and such breach is the principal cause that the Closing has not occurred by the Outside Date. Spectra7 has agreed to indemnify Parade for certain specified matters, including breaches of its representations, warranties and covenants in the Purchase Agreement, and certain other matters, subject to certain customary limitations. In the event an indemnification claim is made by Parade, they will have recourse to the Escrow Amount. Craig-Hallum Capital Group LLC and The Benchmark Company LLC acted as financial advisors to Spectra7 in connection with the Sale Transaction, and are together entitled to a transaction fee equal to US$1,000,000 (approximately CDN$1,437,000) on Closing. Copies of the Purchase Agreement and the Circular will be filed with Canadian securities regulators and will be available at Spectra7 Shareholders are urged to read the Circular and the other relevant materials when they become available, as such materials will contain important information regarding the Sale Transaction. ABOUT SPECTRA7 MICROSYSTEMS INC. Spectra7 is a leader in high-performance analog semiconductors for powering the AI revolution in broadband connectivity markets, hyperscale data centers, and Spatial Computing. Spectra7 is based in San Jose, California with a design center in Cork, Ireland and a technical support location in Dongguan, China ( ABOUT PARADE TECHNOLOGIES, LTD. Parade Technologies, Ltd. is a leading supplier of mixed-signal ICs for a variety of popular display and high-speed interface standards used in computers, consumer electronics and display panels. The fabless semiconductor company was founded in 2005 and publicly listed on Taipei Exchange ("TPEx") in 2011 (stock code: 4966). Parade's portfolio of IC products serves the growing demand for HDMI™, DisplayPort™, SATA, and USB ICs for display, storage and interface applications. In addition to being a technology innovator, Parade is an active participant and leader in industry standards-setting organizations. Parade Technologies, Inc., a wholly owned US-based subsidiary of Parade Technologies, Ltd., is a member of VESA (Video Electronics Standard Association). Parade Technologies, Inc. has made key contributions to the development of VESA's DisplayPort™ digital video interface standard. Parade leverages its close relationships with market leading Tier-1 OEMs to develop ICs that provide unique system capabilities. Many of the company's devices integrate proprietary technologies that offer superior system signal integrity, advanced system integration and enhanced power efficiency. As a result of the company's "standards-plus" design philosophy, Parade ICs have been designed into products offered by nearly every leading computer and display vendor worldwide. ( ) For further information please contact: Darrow AssociatesMatt Kreps214-597-8200ir@ Spectra7 Microsystems JavaidChief Executive Officerir@ Forward-Looking Statements Statements in this press release contain forward-looking information. Such forward-looking information may be identified by words such as "anticipates", "plans", "proposes", "estimates", "intends", "expects", "believes", "may" and "will". The forward-looking statements included in this press release, including statements regarding the Sale Transaction, the receipt of necessary Spectra7 Shareholder and TSXV approvals and satisfaction of other closing conditions, the anticipated timing of the meeting of Spectra7 Shareholders to approve the Sale Transaction and timing of Closing, the release of the Escrow Amount and the ultimate quantum and timing of the distributions payable to Spectra7 Shareholders upon Closing and release of the Escrow Amount. In respect of the forward-looking statements and information included in this press release, Spectra7 has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of the Spectra7 Shareholder meeting, the ability of the parties to the Purchase Agreement to receive, in a timely manner and on satisfactory terms, necessary approvals to complete the Sale Transaction, the ability of such parties to satisfy, in a timely manner, the other conditions to the closing of the Sale Transaction, and assumptions related to the historical burn rate of Spectra7 and expenses becoming due prior to Closing. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond Spectra7's control. Such risks and uncertainties include but are not limited to: the risk that the Sale Transaction may not be completed on a timely basis, or at all; risks that the conditions to the consummation of the Sale Transaction may not be satisfied; the risk that the Sale Transaction may involve unexpected costs, liabilities or delays; the risk that, prior to the completion of the Sale Transaction, Spectra7's business may experience significant disruptions, including loss of customers or employees, due to transaction-related uncertainty or other factors; the possible occurrence of an event, change or other circumstance that could result in termination of the Sale Transaction; risks that the Sale Transaction may have a negative impact on the market price and liquidity of the common shares of Spectra7; risks related to the diversion of management's attention from the Trust's ongoing business operations; risks relating to the failure to obtain necessary Spectra7 Shareholder and TSXV approvals; risks related to trade tariffs and retaliatory trade measures, specifically between the United States and Canada; foreign exchange risk; the risk that Spectra7's burn rate until Closing is much higher than anticipated, or that there are unanticipated expenses that become due during such time; and other risks inherent to completing a cross-border transaction of this nature. Further, failure to obtain the requisite approvals or the failure of the parties to otherwise satisfy the conditions to or complete the Sale Transaction, may result in the Sale Transaction not being completed on the proposed terms, or at all. In addition, if the Sale Transaction is not completed, and Spectra7's business continues in its current form, the announcement of the Sale Transaction and the dedication of substantial resources to the completion of the Sale Transaction could have a material adverse impact on Spectra7's share price, its current business relationships (including with future and prospective employees, customers and partners) and on the current and future operations, financial condition and prospects of Spectra7. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Readers are cautioned that the foregoing list of factors is not exhaustive. Details of additional risk factors relating to Spectra7 and its business, generally, are discussed under the heading "Business Risks and Uncertainties" in the Spectra7's Management's Discussion & Analysis for the year ended December 31, 2023, a copy of which is available on Spectra7's SEDAR+ profile at These statements speak only as of the date of this press release. Except as otherwise required by applicable securities statutes or regulation, Spectra7 expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise. Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release. 63663053.9 1 The US$/CDN$ exchange rate used throughout this press release is CDN$1.437 to US$1.00 based upon the Bank of Canada exchange rate as at March 5, 2025. View original content to download multimedia: SOURCE Spectra7 Microsystems Inc. View original content to download multimedia: Sign in to access your portfolio
