DOLPHIN AND STARGEN (USA) TO MERGE ITS BUSINESSES
Forming a world leader in processor- and PCI Express interconnect for server and OEM markets, Dolphin and StarGen have signed final agreement for acquisition of the business of StarGen against issuing 2.525.000 new shares to Stargen owners and granting up to 1.260.000 warrants to employees.
Forming a world leader in processor- and PCI Express interconnect for server and OEM markets, Dolphin and StarGen have signed final agreement for acquisition of the business of StarGen against issuing 2.525.000 new shares to Stargen owners and granting up to 1.260.000 warrants to employees.A near perfect match between StarGen`s enhanced PCI Express hardware and Dolphin`s innovative SuperSockets software creates a broad portfolio of interconnect infrastructure for servers and embedded markets.
Oslo, Norway and Marlborough Massachusetts - January 26th 2007. StarGen Inc. and Dolphin Interconnect Solutions ASA announced today that they have signed a business purchase agreement where Dolphin`s US Subsidiary (100%) acquires the assets and activities in StarGen Inc. The
agreement is subject to approval by an extraordinary general meeting (EGM) in Dolphin.
Dolphin will issue 2.525.000 new Dolphin shares to StarGen`s shareholders, representing a 22% shareholding in Dolphin post transaction and grant up to 1.260.000 warrants to Stargen`s employees. Warrants will have duration from 1.25 to 5 years and be subject to performance- and vesting criteria as well as continued employment in StarGen. The exercise price will be determined as the closing price on the day preceding the day of the EGM in Dolphin. About USD 7 mill in net operating loss carryforward may be utilized by Dolphin`s US subsidiary. Dolphin will book an exceptional write off of NOK 6 mill related to capitalized development cost on Dolphins own PCI Express project, whilst allocating key personnel from this project over to Dolphins NumaChip project. The accounts will be consolidated as of January 1, 2007.
StarGen was formed in 1999 and had high margin product sales of USD 3.1 mill in 2006 and USD 2.1 mill in 2005. StarGen`s currently shipping StarFabric products have been adopted by a wide variety of Tier 1 and Tier 2 customers and are used for applications such as Test & Measurement, Medical, Storage, Video Display, and Printer solutions. Newly restructured, the company has 13 employees and a worldwide sales network consisting of direct representatives as well as manufacturer representatives and distributors.
Dolphin and StarGen have highly complementary product ranges and markets. Products will cover a wide application area spanning from embedded solutions for print servers to large scale multiprocessing systems for mission and business critical applications.
StarGen`s new enhanced PCI Express switch products will utilize Dolphin`s SuperSockets software to provide seamless integration of applications running standard communication protocols. PCI Express is the new default high-speed attachment technology for peripherals and networks. By providing switching capabilities directly in the PCI Express domain, the new company can deliver more efficient solutions with wider applicability than competing interconnect technologies. The combination will be highly synergistic to sales, and new product announcements and releases can be expected within first half of 2007.
An investor and analyst presentation will be held at 10.00 am today at Felix Conference Centre in Oslo. The full press release and presentation slides are attached at www.newsweb.no
For further details, please contact:
Kåre Løchsen, CEO Dolphin
Phone: + 47 23 16 71 85/ +47 95 08 87 31
Tim Miller, CEO StarGen
Phone: +1 508 786 0489 ext. 103/
+1 508 740 5949
Alex Gundersen, CFO Dolphin
Phone: + 47 23 16 70 08 or +47 4147 4107
Website Dolphin: www.dolphinics.com
Website StarGen: www.stargen.com