Rambus Inc 8-K, filed Jun 16, 2021
Rambus Inc (RMBS)
About this 8-K
Rambus Inc filed this 8-K on June 16, 2021, reporting on events of June 15, 2021.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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).
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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. ☐
| Item 3.02 | Unregistered Sales of Equity Securities. |
In accordance with the Rambus Inc. (“Rambus”) acquisition of PLDA Group (“PLDA”), as discussed in Item 8.01 below, a portion of the consideration to be delivered to certain securityholders of PLDA will consist of 300,000 shares of Rambus’ common stock issued upon the closing of the transaction. In addition, pursuant to the terms of an earnout, based upon the achievement of certain milestones, Rambus will issue shares of Rambus’ common stock up to the following maximum amounts: 251,130 shares after the first anniversary of the transaction, 351,582 shares after the second anniversary, and 452,034 shares after the third anniversary. These shares of Rambus common stock will be issued pursuant to exemptions from registration provided by Section 4(a)(2), Regulation D and/or Regulation S of the Securities Act of 1933, as amended.
| Item 8.01 | Other Events. |
On June 16, 2021, Rambus issued a press release announcing that it entered into an agreement to acquire PLDA. PLDA is a provider of high-speed interconnect solutions. Rambus will acquire PLDA for an initial payment at closing of $60 million in cash and 300,000 shares of Rambus’ common stock. The transaction includes an earnout of additional shares of common stock as described in Item 3.02 above. The transaction is subject to customary closing conditions and approvals, and is expected to close in the early third quarter of 2021.
A copy of Rambus’ press release announcing the pending acquisition of PLDA is attached to this report as Exhibit 99.1.
On June 16, 2021, Rambus issued a press release announcing that it entered into an agreement to acquire AnalogX Inc. (“AnalogX”). AnalogX is a premier interconnect IP company. Rambus will acquire AnalogX for approximately $49 million, a portion of which will be paid over three years. The transaction is subject to customary closing conditions and approvals, and is expected to close in the early third quarter of 2021.
A copy of Rambus’ press release announcing the pending acquisition of AnalogX is attached to this report as Exhibit 99.2.
The information in the press releases that are exhibits to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall the press releases be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release of Rambus Inc., Announcing the Pending Acquisition of PLDA, issued on June 16, 2021. | |
| 99.2 | Press Release of Rambus Inc., Announcing the Pending Acquisition of AnalogX, issued on June 16, 2021. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
SIGNATURES
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.
| Date: June 16, 2021. | Rambus Inc. | |||||
| /s/ Rahul Mathur | ||||||
| Rahul Mathur, Senior Vice President, Finance and Chief Financial Officer | ||||||
Exhibit 99.1
PRESS RELEASE
Rambus to Acquire PLDA, Extending Leadership with Cutting-Edge CXL™ and PCI
Express® Digital IP
| • | Expands digital controller IP portfolio with complementary CXL 2.0, PCIe® 5.0 and PCIe 6.0 controller and switch IP |
| • | Enables integrated interface subsystem solutions for data center, artificial intelligence and machine learning (AI/ML), and High Performance Computing (HPC) |
| • | Provides critical building blocks for Rambus CXL Memory Interconnect Initiative to advance high-bandwidth connectivity |
SAN JOSE, Calif. – June 16, 2021 – Rambus Inc. (NASDAQ: RMBS), a provider of industry-leading chips and silicon IP making data faster and safer, today announced it has signed an agreement to acquire PLDA, an industry leader in Compute Express Link (CXL) and PCI Express (PCIe) digital solutions. The data center industry is on the verge of a groundbreaking shift to disaggregated architectures that promise to dramatically improve performance, efficiency and cost of ownership. CXL and PCIe will be critical enablers for these next-generation systems, delivering the high-speed interconnects between processors, accelerators, memory and network devices needed to tackle demanding workloads in AI/ML and HPC applications. With the addition of the world-class digital IP and engineering expertise from PLDA, Rambus will further its leadership in these mission critical interconnect chips and IP solutions for the future data center.
“We are in the midst of a generational shift in data center, and PCI Express and CXL are the backbone of future architectures,” said Luc Seraphin, president and CEO of Rambus. “Leveraging our combined offerings and expertise, we will be able to expand market opportunity and accelerate our roadmap of new memory interconnect products, ushering in a new era of global data center connectivity.”
PLDA CXL 2.0, PCIe 5.0 and PCIe 6.0 controller and switch IP expand the Rambus portfolio and accelerate the time to market for complete CXL interface subsystems. In addition, this acquisition enhances the Rambus roadmap for PCIe 6.0 and CXL 3.0 solutions, and provides critical building blocks for the CXL Memory Interconnect Initiative.
“PLDA’s industry-leading digital IP ideally complements the Rambus product offering and this acquisition will augment our combined market opportunity,” said Arnaud Schleich, co-founder and CEO of PLDA. “The team and I are extremely excited to join Rambus, and look forward to being instrumental in scaling the business.”
The transaction is expected to close in the third calendar quarter of 2021. Although this transaction will not materially impact 2021 results due to the expected timing of close and acquisition accounting, Rambus expects this acquisition to be accretive in 2022.
Follow Rambus:
Company website: rambus.com
Rambus blog: rambus.com/blog
Twitter: @rambusinc
LinkedIn: www.linkedin.com/company/rambus
Facebook: www.facebook.com/RambusInc
About Rambus Inc.
Rambus is a provider of industry-leading chips and silicon IP making data faster and safer. With over 30 years of advanced semiconductor experience, we are a pioneer in high-performance memory subsystems that solve the bottleneck between memory and processing for data-intensive systems. Whether in the cloud, at the edge or in your hand, real-time and immersive applications depend on data throughput and integrity. Rambus products and innovations deliver the increased bandwidth, capacity and security required to meet the world’s data needs and drive ever-greater end-user experiences. For more information, visit rambus.com.
Source: Rambus Inc.
Press Contact:
Cori Pasinetti
Rambus Corporate Communications
t: (650) 309-6226
cpasinetti@rambus.com
Forward-looking statements
Information set forth in this press release, including statements as to Rambus’ outlook and statements as to the expected opportunity, terms, timing, completion and effects of the proposed acquisition of PLDA, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements are based on various assumptions and the current expectations of the management of Rambus and may not be accurate because of risks and uncertainties surrounding these assumptions and expectations. Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, or what effect they will have on the operations or financial condition of Rambus. Forward-looking statements included herein are made as of the date hereof, and Rambus undertakes no obligation to publicly update or revise any forward-looking statement unless required by law to do so.
Major risks, uncertainties and assumptions include, but are not limited to: the unexpected costs and limitations associated with the proposed transaction; challenges to management’s plans, strategies or objectives, including related to the proposed transaction; changes to the expected timing, terms or completion of the proposed transaction; operational and financial results, including the expectation that the acquisition of PLDA will be accretive to Rambus in 2022; disruptions to or from the proposed transaction or other harm to Rambus’ business; and other factors, such as those described under “Risk Factors” in Rambus’ Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. It is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
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Exhibit 99.2
PRESS RELEASE
Rambus to Acquire AnalogX, Accelerating Next-Generation Data Center Interface Solutions
| • | Extends leadership in PCIe® 5.0 and 32G Multi-protocol SerDes with ultra-low power interface IP |
| • | Accelerates time to market and enhances the Rambus roadmap for PAM4-based PCIe 6.0 and CXL™ 3.0 solutions for data center, artificial intelligence and machine learning (AI/ML), 5G and High Performance Computing (HPC) |
| • | Provides critical building blocks for Rambus CXL Memory Interconnect Initiative to advance high-bandwidth connectivity |
SAN JOSE, Calif. – June 16, 2021 – Rambus Inc. (NASDAQ: RMBS), a provider of industry-leading chips and silicon IP making data faster and safer, today announced it has signed an agreement to acquire AnalogX, the leading provider of low power multi-standard connectivity SerDes IP solutions. This acquisition augments the Rambus family of PCIe 5.0 and 32G Multi-protocol PHYs with SerDes technology specifically built for ultra-low power and very low latency, expanding the addressable applications and available process nodes. AnalogX’s expertise in DSP-based design and PAM4 signaling accelerates the Rambus roadmap for PCIe 6.0 and CXL 3.0 solutions and will provide critical building blocks for the CXL Memory Interconnect Initiative.
“As data centers move to a disaggregated model, high-speed connectivity will be instrumental to unleashing the performance of data-intensive computing platforms,” said Luc Seraphin, president and CEO of Rambus. “The industry-leading PHYs and DSP design expertise from AnalogX will feed our roadmap for data center interconnect chips and expand our reach to new applications across data center, AI/ML and 5G.”
“AnalogX’s product, technology and team are an ideal fit with Rambus,“ said Robert Wang president and CEO of AnalogX. “We’re thrilled to join a company with such a rich history on innovation and look forward to continuing our technical leadership and providing premier integrated solutions for next-generation products.”
The transaction is expected to close in the third calendar quarter of 2021. Although this transaction will not materially impact 2021 results due to the expected timing of close and acquisition accounting, Rambus expects this acquisition to be accretive in 2022.
Follow Rambus:
Company website: rambus.com
Rambus blog: rambus.com/blog
Twitter: @rambusinc
LinkedIn: www.linkedin.com/company/rambus
Facebook:www.facebook.com/RambusInc
About Rambus Inc.
Rambus is a provider of industry-leading chips and silicon IP making data faster and safer. With over 30 years of advanced semiconductor experience, we are a pioneer in high-performance memory subsystems that solve the bottleneck between memory and processing for data-intensive systems. Whether in the cloud, at the edge or in your hand, real-time and immersive applications depend on data throughput and integrity. Rambus products and innovations deliver the increased bandwidth, capacity and security required to meet the world’s data needs and drive ever-greater end-user experiences. For more information, visit rambus.com.
© Rambus Inc.
Source: Rambus Inc.
Press Contact:
Cori Pasinetti
Rambus Corporate Communications
t: (650) 309-6226
cpasinetti@rambus.com
Forward-looking statements
Information set forth in this press release, including statements related to the expected opportunity, terms, timing, completion and effects of the proposed acquisition of AnalogX, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements are based on various assumptions and the current expectations of the management of Rambus and may not be accurate because of risks and uncertainties surrounding these assumptions and expectations. Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, or what effect they will have on the operations or financial condition of Rambus. Forward-looking statements included herein are made as of the date hereof, and Rambus undertakes no obligation to publicly update or revise any forward-looking statement unless required by law to do so.
Major risks, uncertainties and assumptions include, but are not limited to: market trends and drivers; unexpected costs and limitations associated with the proposed transaction; challenges to management’s plans, strategies and objectives, including related to the proposed transaction; changes to the expected timing, terms or completion of the proposed transaction; operational and financial results, including the expectation that the acquisition of AnalogX will be accretive to Rambus in 2022; disruptions to or from the proposed transaction or other harm to Rambus’ business; and other factors, such as those described under “Risk Factors” in Rambus’ Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. It is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
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© Rambus Inc.