SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): June 29, 2018
Adesto Technologies Corporation
(Exact Name of Registrant as Specified in Charter)
|(State or Other Jurisdiction of Incorporation)||(Commission File Number)||(I.R.S. Employer Identification Number)|
|3600 Peterson Way, Santa Clara, California 95054|
|(Address of Principal Executive Offices) (Zip Code)|
(Registrant's telephone number, including area code)
1250 Borregas Avenue, Sunnyvale, CA 94089
(Former name or former address, if changed since last report)
|Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:|
|[ ]||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ X ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ X ]
Item 7.01. Regulation FD Disclosure.
On June 29, 2018, the Registrant issued a press release announcing that it had signed a definitive agreement to acquire Echelon Corporation ("Echelon"). The press release is furnished herewith as Exhibit 99.1 The Registrant has scheduled a conference call for 9:00 a.m., Eastern time, today, June 29, 2018, to discuss the proposed acquisition. Details for accessing the conference call are contained in the press release. During the conference, management of the Registrant are expected to utilize the presentation materials furnished herewith as Exhibit 99.2. The information furnished in this Current Report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On June 29, 2018, the Registrant issued a press release announcing that it had signed a definitive agreement to acquire Echelon Corporation ("Echelon"). The press release is furnished herewith as Exhibit 99.1
The Registrant has scheduled a conference call for 9:00 a.m., Eastern time, today, June 29, 2018, to discuss the proposed acquisition. Details for accessing the conference call are contained in the press release. During the conference, management of the Registrant are expected to utilize the presentation materials furnished herewith as Exhibit 99.2.
The information furnished in this Current Report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Adesto Technologies Corporation|
|Date: June 29, 2018||By:||/s/ RON SHELTON|
|Chief Financial Officer and Secretary|
Adesto Announces Agreement to Acquire Echelon
Further Extends Leadership in Semiconductor-Based Solutions for the Industrial IoT
SANTA CLARA, Calif., June 29, 2018 (GLOBE NEWSWIRE) -- Adesto Technologies (NASDAQ:IOTS), a leading provider of innovative application-specific semiconductors for the IoT era, and Echelon Corporation (NASDAQ:ELON) today announced a definitive agreement under which Adesto will acquire Echelon for $8.50 per share. Echelon is a pioneer in the development of open-standard networking platforms for connecting, monitoring and controlling devices in commercial and industrial applications. The acquisition price represents a total equity value of approximately $45 million, and a total enterprise value of about $30 million, after accounting for Echelon’s cash and investments on its balance sheet at March 31, 2018, as well as expected transaction expenses of approximately $4 million.
Benefits to Adesto of completing the transaction include:
“With the acquisition of Echelon, we are continuing to advance toward our vision of becoming a significant player in semiconductor and communication systems for IoT markets, in particular industrial IoT,” said Narbeh Derhacobian, CEO of Adesto. “Adesto started out providing application specific non-volatile memories for IoT, and we’ve continued to expand our memory portfolio with a wide range of differentiated devices. Through S3 Semiconductors, we added strong mixed-signal and RF ASIC capabilities. Following the acquisition of Echelon, we will be able to provide not only semiconductors, but also powerful software and deep systems and solutions expertise for industrial systems and enterprise automation, with a loyal customer base. We’re excited about the potential this acquisition presents as Adesto enters its next phase of growth.”
Ronald Sege, Chairman and CEO, Echelon Corp., said, “This transaction provides immediate and significant value to our stockholders. Our customers have become particularly excited about our strategy of helping them embrace our estimated 140 million installed LON-powered devices, extend them with new technologies and enhance them with cloud-based analytics to achieve better business outcomes across a variety of applications including smart buildings, smart manufacturing and smart lighting. The combination of Adesto and Echelon promises to accelerate this growth strategy through expected synergies in product, engineering, sales, marketing and service. We look forward to working closely with the Adesto team to ensure a smooth transition and complete the transaction as quickly as possible.”
The transaction is subject to customary closing conditions, including approval by Echelon’s stockholders. Adesto expects the transaction to close in the third calendar quarter of 2018, after which time Echelon will become a business unit within Adesto.
Adesto expects to finance the transaction through a combination of existing cash and equity and/or debt. Adesto today issued a separate announcement regarding its financing plans.
Canaccord Genuity is serving as financial advisor to Adesto, and Fenwick and West LLP is serving as legal counsel to Adesto. Piper Jaffray & Co is serving as financial advisor to Echelon and Wilson Sonsini Goodrich & Rosati, Professional Corporation is serving as legal counsel to Echelon.
Conference Call and Slide Presentation Information
Adesto will host a conference call today at 6:00 a.m. Pacific Time to discuss details of the transaction. The call will be broadcast live over the Internet and as an archived webcast with a slide presentation that can be accessed by all interested parties in the Investor Relations section of Adesto’s website at http://www.adestotech.com. Investors and analysts may also join the call by dialing 1-844-419-1786 and providing confirmation code 7076827. International callers may join the teleconference by dialing +1-216-562-0473 using the same confirmation code.
A telephone replay of the conference call will be available approximately two hours after the conference call until July 6, 2018 at midnight Pacific Time. The replay dial-in number is 1-855-859-2056. International callers should dial +1-404-537-3406. The pass code is 7076827.
About Adesto Technologies
Adesto Technologies (NASDAQ:IOTS) is a leading provider of innovative application-specific semiconductors for the IoT era. The company’s technology is used by more than 2,000 customers worldwide who are creating differentiated solutions across industrial, consumer, medical and communications markets. With its growing portfolio of high-value technologies, Adesto is helping its customers usher in the era of the Internet of Things. See: www.adestotech.com.
Follow Adesto on Twitter.
About Echelon Corp.
For 30 years Echelon (NASDAQ:ELON) has pioneered the development of open-standard networking platforms for connecting, monitoring and controlling devices in commercial and industrial applications. With more than 140 million connected devices installed worldwide, Echelon’s solutions host a range of applications enabling customers to reduce energy and operational costs, improve safety and comfort, and create efficiencies through optimizing physical systems. Echelon is focusing today on two IoT (Internet of Things) market areas: creating smart cities and smart campuses through connected outdoor lighting systems and enabling device makers to bring connected products to market faster via a range of IoT optimized embedded systems. More information about Echelon can be found at www.echelon.com.
This document contains forward-looking statements related to the proposed transaction between Adesto and Echelon, including statements regarding the expected benefits of the transaction, the time frame in which the transaction will occur and Adesto’s financing of the acquisition, as well as statements regarding the companies’ products and markets. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including the following, among others: Echelon stockholders may not approve the transaction; closing of the transaction may not occur or may be delayed; expected synergies and other financial benefits of the transaction may not be realized; integration of the acquisition post-closing may not occur as anticipated; litigation related to the transaction may delay or negatively impact the transaction; unanticipated restructuring costs may be incurred or undisclosed liabilities assumed; attempts to retain key personnel and customers may not succeed; the business combination or the combined company’s products may not be supported by third parties; actions by competitors may negatively impact results; and there may be negative changes in general economic conditions in the regions or the industries in which Adesto and Echelon operate. In addition, please refer to the documents that Adesto and Echelon file with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important risks and uncertainties that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this document. Readers are cautioned not to put undue reliance on forward-looking statements, and Adesto and Echelon assume no obligation and do not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
Echelon Corporation (the “Company”), its directors and certain executive officers are participants in the solicitation of proxies from stockholders in connection with the acquisition of the Company (the “Transaction”). The Company plans to file a proxy statement (the “Transaction Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies in connection with the Transaction.
Ronald A. Sege, Robert J. Finocchio, Jr., Armas Clifford Markkula, Jr., Robert R. Maxfield and Betsy Rafael, all of whom are members of the Company’s Board of Directors, and C. Michael Marszewski, Vice President and Chief Financial Officer, are participants in the Company’s solicitation. Of such participants, each of Messrs. Markkula, Maxfield and Sege owns in excess of 1% of the Company’s common stock. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Transaction. Information relating to the foregoing can also be found in the Company’s definitive proxy statement for its 2018 Annual Meeting of Stockholders (the “2018 Proxy Statement”), which was filed with the SEC on April 6, 2018. To the extent that holdings of Company's securities have changed since the amounts printed in the 2018 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Promptly after filing its definitive Transaction Proxy Statement with the SEC, the Company will mail the definitive Transaction Proxy Statement and a proxy card to each stockholder entitled to vote at the special meeting to consider the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto and any other relevant documents filed by the Company with the SEC in connection with the Transaction at the SEC’s website (http://www.sec.gov). Copies of the Company’s definitive Transaction Proxy Statement, any amendments or supplements thereto and any other relevant documents filed by the Company with the SEC in connection with the Transaction will also be available, free of charge, at the Company's website (http://www.echelon.com) or by writing to Investor Relations, Echelon Corporation, 2901 Patrick Henry Dr., Santa Clara, CA 95054.
Adesto Technologies and the Adesto logo are trademarks of Adesto Technologies in the United States and other regions. Echelon and the Echelon logo are trademarks of Echelon Corporation that may be registered in the United States and other countries. Other product or service names mentioned herein are the trademarks of their respective owners. All other trademarks are property of their respective owners.
Adesto Technologies Media Contact:
Adesto Technologies Investor Relations Contact:
Leanne K. Sievers
Echelon Investor Relations Contact:
Streetsmart Investor Relations
1 June 29, 2018 Adesto to Acquire Echelon Corporation
2 Safe Harbor Statement About Non - GAAP Financial Measures During this presentation, references to financial measures of Adesto Technologies Corporation (“ Adesto ”) will include references to non - GAAP financial measures. Adesto provides an explanation of these financial measures in its latest earnings release. Forward - Looking Statements This presentation contains forward - looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements described as “Expected Financial Benefits” and “Financing & Timeline,” on the slide entitled “Anticipated Benefits of the Transaction” and relating to expansion of the combined company’s addressable market, projections on the slide captione d “ Adesto Pro Forma Financial Highlights” and statements regarding future events that involve risks and uncertainties. Actual results may differ materiall y f rom those contained in the forward - looking statements contained in this presentation, and reported results should not be considered as an indication of future p erf ormance. The potential risks and uncertainties that could cause actual results to differ from those projected include the risk that Echelon Corporation stockh old ers may not approve the proposed the proposed acquisition, the closing of the acquisition may not occur or may be delayed, litigation related to the proposed acqu isi tion may delay or negatively impact the proposed acquisition, Adesto may be delayed or unable to finance the acquisition due to market conditions or for other reasons, the businesses of the Adesto , S3semi and Echelon may not be combined successfully, or such combination may take longer, be more difficult, time - consuming or costly t o accomplish than expected; the risk that sales of Echelon’s products will not be as high as anticipated; the expected growth opportunities, increases in average sal es prices, revenues, gross margin and operating margin, sales channel expansion or cost savings from the acquisition may not be fully realized or may take longer t o r ealize than expected; customer losses and business disruption following the acquisition, including adverse effects on relationships with former employees of Echelo n, may be greater than expected; and the risk that the Company may incur unanticipated or unknown losses or liabilities in connection with the acquisition. Additional fa ctors, that could cause actual results to differ materially from those expressed in the forward - looking statements include our ability to predict the timing of design win s entering production and the potential future revenue associated with our design wins; market adoption of our CBRAM - based products; our limited operating history; our rate of growth; our ability to predict customer demand for our existing and future products and to secure adequate manufacturing capacity; consumer demand condition s a ffecting our end markets; our ability to manage our growth; our ability to hire, retain and motivate employees; the effects of competition, including price co mpetition; technological, regulatory and legal developments; and developments in the economy and financial markets.. These and other risks are discussed in greater de tai l in the Company's Securities and Exchange Commission filings, including its most recent annual report on Form 10 - K, which is available on the Company's investor relations website at ir.adestotech.com and on the SEC website at sec.gov. All information provided in this release and in the attachments is as of June 28, 2018, an d t he Company assumes no obligation to update this information as a result of future events or developments.
3 Transaction Overview o Financed through a combination of cash and equity and/or debt o Expected to close in third quarter 2018 Financing & Timeline o Echelon shareholders to receive $8.50 per share o Acquisition price represents a total equity value of approx. $45M, and a total enterprise value of approx. $30M (*) Consideration o Signed Definitive Agreement to acquire Echelon Corporation o Pioneer in the development of open - standard networking platforms o Focused on commercial and industrial applications Transaction o Accelerates revenue growth and margin expansion o Accretive to EBITDA and non - GAAP EPS within the first 12 months Expected Financial Benefits (*) A fter accounting for Echelon’s cash and investments on its balance sheet at March 31, 2018, as well as expected transaction expense s of approx. $4M.
4 Echelon’s Products and Markets Chips Edge Servers, Modules Development Platforms Manufacturing Building Automation Transportation Connected Lighting Connecting Devices into Networks for over 25 Years
5 Echelon Background Strong Systems Expertise Corporate Background Established: 1988, Headquartered in Santa Clara, CA NASDAQ: ELON Solutions: Networking and Communication Semiconductors Solutions & Systems Applications: Building & Lighting Controls, Transportation & Manufacturing Automation End Markets: Industrial IoT, Transportation, Smart Grid, Smart City Customers: Leading Industrial OEMs Team: Experience in Systems/Software Solutions Expertise: Multiple Networking Protocols in Industrial Mkts Experience: Average of 15 years in industry or at Company Business Model Revenue: Stable Base of Revenue Gross Margin: Above 55% Rev Distribution: No End Customer Concentration
6 Anticipated Benefits of the Transaction o Leverage Adesto’s newly acquired ASIC Group to extend roadmap o Expand beyond semiconductor devices into modules & system platforms Roadmap Enrichment o High - value solutions command richer gross margins >55% o Systems and software expertise adds significant value o Connectivity (wireline and wireless) and control modules, edge servers Margin & Portfolio Expansion o Well regarded connectivity solutions in Industrial IoT ( IIoT ) o Intelligent cloud - based analytics for IIoT edge network o Builds upon S3semi transaction with further SAM expansion Extend Reach within Industrial IoT o Tier 1 commercial & industrial customers o Well respected and entrenched platforms with long life cycles o Global installed base with ~140M installed endpoints Sales Channel Expansion
7 Adesto + S3semi + Echelon Reference: Cisco IoT Reference Model Memory Mixed - Signal ASIC Tools/SDK Edge Servers Comm. / Control Chipsets Expanding Footprint and IoT Content Ownership
8 SAM Expansion Memory Analog Communication Controller 20B Connected Nodes by 2020 Expanding SAM Opportunity* $1B+ $20B+ Industrial Control Servers New Adesto Increased Ownership of the Key IoT Components and Technologies with Entrenched Position in Industrial Markets * Estimated based on internal company estimates.
9 Adesto Pro Forma Financial Highlights (1) 2017 pro forma figures include Adesto Technologies and Echelon Corporation revenues and gross margins per public filings; S3 Sem iconductors revenue and gross margins per estimates of Adesto management (2) Adesto Technologies management estimates Pro Forma revenues of ~$100M (2) Gross margins of ~53% (1) Expected cost synergies of $6 - 8MM in the first twelve months (2) Echelon transaction expected to be accretive to EBITDA and non - GAAP EPS in first twelve months (2) 2017 Pro Forma Revenue ($MM) and Gross Margin (%) Echelon and S3 Semiconductors acquisitions enhance Adesto financial profile $56M $101M (Adesto Only) (Adesto + S3 + Echelon)
10 Thank You!