By Arno Schuetze and Douglas Busvine
FRANKFURT (Reuters) - Germany's Infineon has agreed to buy Silicon Valley-based Cypress Semiconductor for $10 billion, in an expensive move by Europe's largest chip-maker to expand further in next-generation automobiles and Internet technologies.
Investors swiftly gave the deal a thumbs-down on concerns that Infineon was paying a heavy price just as the chip business was weakening, pushing its shares 9% lower on Monday.
The deal would create an automotive leader with a 13% market share, coupling Infineon's prowess in managing electric drivetrains with Cypress's superior connectivity in areas such as in-car entertainment.
That would enable the combined company to offer more complete packages for electric vehicles that are expected to win a growing share of the car market as governments clamp down on emissions from petrol- and diesel-powered vehicles.
The cash offer of $23.85 per share represents a 46% premium to Cypress' share price over the last month, the Munich-based maker of power-management chips said.
That equates to a multiple of 4.5 times sales at San Jose, California-based Cypress. "It's a proud price, no doubt," said Infineon CEO Reinhard Ploss.
"From our point of view it was an acceptable price, and if you look at the synergies, it represents an additional gain in value," Ploss told reporters on a conference call.
Chief Marketing Officer Helmut Gassel said discussions had been triggered by interest expressed in Cypress by another unidentified party. Infineon was invited to take part in the process around five weeks ago.
SHARE SLUMP
Infineon was among the few companies in a sector facing headwinds that could finance a deal that in more prosperous times might have been out of its reach, veteran CEO Ploss said.
Investors took a dimmer view, however, sending shares in Infineon sharply lower on fears that it was overpaying in a transaction that will be 30% financed through equity, with the rest paid for in debt and cash. Cypress shares jumped 27% to $22.74 in U.S. pre-market trading, below Infineon's offer.
"The overall risk-reward profile of the deal is unfavourable," Citi analysts said in a note, highlighting execution and regulatory risks, and promised long-term synergies that were hard to substantiate.
One trader speculated that Infineon could itself become a takeover target after the company twice lowered its revenue guidance this year as demand in China slowed and trade frictions escalated between Washington and Beijing.
Infineon shares traded at 14.61 euros in Frankfurt, representing a fall of a third since they last peaked in April, to value the business at 17 billion euros.
DEAL SURGE
The deal to create the world's No.8 chipmaker ranks as one of the biggest takeovers led by a European company this year.
It follows a string of recent semiconductor deals, including Marvell Technology Corp's sale of its WiFi and Bluetooth assets to NXP for $1.76 billion, and Marvell's earlier acquisition of Avera Semi for $650 million.
One banker close to the Infineon-Cypress deal said it could trigger more deal activity. "Deals like this can beget copycat transactions," the banker said.
In semiconductors, global deals activity slowed to $23 billion last year from a peak of $107 billion in 2015, according to IC Insights, as the Trump administration stepped up scrutiny of tech mergers relevant to U.S. national security.
Infineon said it expected the deal, subject to regulatory approval, to close by the end of this or in early 2020. Cypress said it would have to pay a $330 million break fee if Infineon is outbid. Infineon should pay $425 million, in other situations, if the deal falls apart.
Infineon played down concerns that the takeover might be blocked by CFIUS, the U.S. panel that reviews whether deals might compromise national security, saying that Cypress's focus on automotive products meant its products were not sensitive.
Infineon has curbed deliveries of U.S.-sourced products to Huawei in response to Washington's imposition of export controls on the Chinese telecoms giant. It says that most of its business with Huawei remains unaffected.
SYNERGIES, FINANCING
The deal represents a bet on the growth of the so-called Internet of Things (IoT), the universe of connected devices ranging from robots to refrigerators that is expected to expand rapidly in the years ahead.
Infineon expects the deal to add to earnings in the first full year after closing.
It nudged up its long-term revenue forecast to 9% or more, lifted its main margin target by 2 percentage points to 19% and said its investment-to-sales ratio would decrease to 13 percent.
Infineon's leverage ratio, measured as gross debt to earnings before interest, taxation, depreciation and amortization (EBITDA) will exceed a target of two times before returning to that level in late 2022.
Still, Infineon expects to keep its investment grade credit rating after the deal, which Schneider said had been fully underwritten by banks Credit Suisse (SIX:CSGN), J.P. Morgan and Bank of America Merrill Lynch (NYSE:BAC). Cypress was advised by Morgan Stanley (NYSE:MS).