Venture capital firms Tamir Fishman Ventures, Carmel Ventures, The Challenge Fund II and Motorola Ventures are planning to sell their stake in CopperGate Communications, to Sigma Designs.
Both CopperGate and Sigma are US-based developers of system-on-a-chip semiconductors.
The total transaction is valued at USD160m.
The estimated amount of cash to be paid by Sigma on the closing date is approximately USD92m, plus the amount of cash and cash equivalents estimated to be held by CopperGate at the closing, net of CopperGate transaction expenses and debt outstanding at the closing.
In addition, Sigma will issue shares of its common stock to CopperGate shareholders estimated at the time of signing to equal approximately four million shares.
Sigma has also agreed to pay up to an aggregate of USD5m in cash to specified CopperGate employees, provided that the eligible employee remains employed by Sigma and certain milestones are achieved.
Sigma will also assume unvested stock options held by CopperGate employees that will become exercisable for approximately 0.5 million Sigma shares when vested in accordance with their existing vesting schedules.
The holders of over 95 per cent of the outstanding capital stock of CopperGate have executed the definitive agreement. Certain significant shareholders have also agreed to vote their shares in favour of the transaction. The transaction is expected to close in 45 to 60 days.
