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AWR Corporation Press Release - May 23, 2011
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National Instruments to Acquire AWR Corporation, a Leader in RF Design Tools
-- Microwave Office and Visual System Simulator Products Will Strengthen NI Capabilities
in RF Design
and Test
AUSTIN, Texas – May 23, 2011 – National Instruments (Nasdaq: NATI) today announced that it has signed a
definitive merger agreement under which NI will acquire AWR Corporation (AWR). AWR is a leading supplier of
electronic design automation (EDA) software for designing RF and high-frequency components and systems for the
semiconductor, aerospace and defense, communications and test equipment industries. Upon the closing of the
transaction, AWR will continue to operate as a wholly owned NI subsidiary under the leadership of the existing
management team.
The fast design cycles and increasing complexity of RF and wireless systems demand
better integration between design and test. RF system designers need to validate their simulations with actual
measurements, while RF test engineers need to increase test reuse and decrease test time through more design
integration. By increasing the effectiveness of the integration between AWR design tools and NI software and
hardware, NI and AWR together can significantly improve customer productivity through increased connectivity
between design, validation and production test functions.
“AWR has an exceptional team with strong RF
talent and technologies that expand the NI platform into RF design, which is complementary to our capability to
make measurements across the RF design flow,” said Dr. James Truchard, president, CEO and cofounder of National
Instruments. “We believe this combination will accelerate the deployment of RF and wireless technologies and
offers a significant benefit to the customers of both companies.”
Both NI and AWR deliver unique strengths
that together will enable customers to more productively design and test their RF systems. The acquisition will
strengthen both companies’ core software brands, NI LabVIEW, AWR Microwave Office and Visual System Simulator, as
well as the NI RF testing hardware platform. The full suite of AWR design tools in combination with a complete RF
testing platform from NI will give customers a platform to decrease the time to market of their RF designs. NI
will also augment its current academic and university RF and communications initiatives to include AWR software
tools, so educators and students can benefit from the improved teaching and learning experience for the rapid
design and prototyping of RF systems.
“There is clear synergy between the customers and product
offerings of both companies,” said Dane Collins, CEO of AWR. “NI has a leading platform in prototyping and testing
of RF systems which is complementary to AWR’s RF circuit and system software design tools to the benefit of mutual
customers. Together, we are better able to support and service our growing global installed base.”
The
aggregate purchase price to be paid at closing is approximately $58 million, which includes $7 million in cash on
the AWR balance sheet. In addition, the merger agreement contains an earn-out provision, which is payable over
three years. The transaction is expected to close within 30-45 days and is subject to customary closing conditions
including Hart-Scott-Rodino regulatory clearance.
In this transaction, ThinkEquity LLC - A Panmure Gordon Company, acted as exclusive financial advisor to NI, and
Needham and Company LLC acted as an exclusive financial advisor to AWR.
Cautionary Statement
The statements in this release relating to the expected benefits of the acquisition, post-acquisition plans for
the AWR business, significantly improving customer productivity, accelerating the deployment of RF and wireless
technologies, strengthening both core software brands, clear synergies, being better able to support and service
our growing install base and the expected closing date are forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and
uncertainties that could cause actual results to differ materially, including, but not limited to the actual
timing of the closing of the acquisition, the satisfaction of the conditions to closing in the merger agreement,
any unexpected termination of the merger agreement, our ability to successfully collaborate with AWR and integrate
the business of AWR, changes in demand or market acceptance of AWR products and technology, changes in demand or
market acceptance of our products and the products of our customers, competitive developments and our ability to
retain AWR employees. For a detailed discussion of these and other risk factors, please refer to the filings of NI
on Forms 10-K and 10-Q. Stockholders are cautioned not to place undue reliance on our forward-looking statements,
which speak only as of the date such statements are made. We undertake no obligation to publicly update any
forward-looking statements to reflect events, circumstances or new information after the date of this press
release, or to reflect the occurrence of unanticipated events.
Conference Call Information
Interested parties can listen to the conference call today, May
23, beginning at noon CDT, at
www.ni.com/call. Replay information is available by calling
(888) 203-1112, confirmation code #1927872, shortly after the call through May 28, at 3:00 p.m. CDT.
About National Instruments
National Instruments ( www.ni.com)
is transforming the way engineers and scientists design, prototype and deploy systems for measurement, automation
and embedded applications. NI empowers customers with off-the-shelf software such as NI LabVIEW and modular
cost-effective hardware, and sells to a broad base of more than 30,000 different companies worldwide, with its
largest customer representing approximately 4 percent of revenue in 2010 and no one industry representing more
than 15 percent of revenue. Headquartered in Austin, Texas, NI has approximately 5,500 employees and direct
operations in more than 40 countries. For the past 12 years, FORTUNE magazine has named NI one of the 100 best
companies to work for in America. Readers can obtain investment information from the company’s investor relations
department by calling (512) 683-5090, e-mailing
nati@ni.com or visiting
www.ni.com/nati. (NATI-G)
About AWR
AWR, the innovation leader in high-frequency EDA software, dramatically reduces
development time and cost for products employed in wireless, high-speed wired, broadband, aerospace and defense
and electro-optical applications. Learn more at www.awrcorp.com and
AWR.tv.
LabVIEW, National Instruments, NI and ni.com are trademarks of National Instruments. AWR and
the AWR logo are registered trademarks and Microwave Office, Visual System Simulator and AWR.TV are trademarks of
AWR Corporation. Other product and company names listed are trademarks or trade names of their respective
companies.
Visit AWR at:
AWR.TV,
AWR Blogs,
Facebook,
Twitter, and
YouTube.
Contact:
Sherry Hess
Vice President of Marketing
AWR Corporation
(310) 726-3000
hess@awrcorp.com
Posted 5/23/2011
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