ROTH Capital Partners Acts as Financial Advisor and
Placement Agent to Adesto Technologies (NASDAQ:IOTS)

For more information please contact:

Investment Banking
David Enzer
Managing Director
(310) 445-5868
denzer@roth.com

Equity Capital Markets
Aaron Gurewitz
Head of Equity
Capital Markets
(949) 720-5703
agurewitz@roth.com
 
Nazan Akdeniz
Senior Vice President
(949) 720-5740
nakdeniz@roth.com
 
Lou Ellis
Senior Vice President
(949) 720-5739
lellis@roth.com

Transaction Information
Adesto Technologies (NASDAQ:IOTS), a leading provider of innovative application-specific semiconductors for the IoT era, has acquired Dublin-based S3 Semiconductors, a global supplier of mixed-signal and RF application specific integrated circuits (ASICs) and an extensive library of design IP. The transaction is valued at approximately $35 million, with an additional earn-out provision based on certain milestones to the end of calendar year 2019.

Highlights of expected benefits of the transaction include:

  • Expands Adesto’s portfolio of products and technologies with analog, mixed-signal, and RF solutions and IP

  • Accelerates revenue and customer growth in communications and industrial IoT with immediate cross-selling opportunities and nominal customer overlap

  • Increases dollar content potential for IoT edge nodes

  • S3 Semiconductors is a highly-valued design partner of Arm Holdings

  • Adds high-value embedded systems expertise and mixed-signal engineering team

  • Immediately accretive to gross margin and adjusted EBITDA “Building on our leadership position in IoT memories, today we take a meaningful step in becoming a supplier of a broad range of innovative semiconductor products and solutions for the IoT markets,” said Narbeh Derhacobian, CEO of Adesto. “S3 Semiconductors has a proven track record of designing and delivering differentiated ASIC products, and an extensive IP portfolio developed by a talented team of design engineers over many years. Through this acquisition, we are significantly expanding our customer base and SAM with a broader product portfolio and comprehensive systems expertise to deliver a complete solution to our customers.”

S3 Semiconductors will become a business unit of Adesto and will continue to operate under its current operating model across existing global sites, including its four design centers in Dublin, Cork, Prague and Lisbon.

Adesto financed the transaction with existing cash and a new credit facility in the amount of $35 million. Concurrent with the close of the new credit facility, Adesto terminated its former credit facility with Western Alliance Bank, which included paying off an outstanding term loan with a principal amount owed of $12 million.

ROTH Capital Partners served as financial advisor and placement agent to Adesto Technologies.

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. For more information, please visit www.adestotech.com.
(Source: Company Press Release | 5/9/18)

About S3 Semiconductors
S3 Semiconductors designs advanced mixed-signal chips and manage every aspect of supplying production devices to its customers using some of the world’s most advanced semiconductor production facilities. With more than 20 years’ experience designing advanced analog and digital circuitry for hundreds of customers in every major region, S3 Semiconductors delivers a new breed of design-centric semiconductor supplier capable of optimizing its designs for every customer, yet achieving cost economies not thought possible with custom chips designs until now. S3 Semiconductors has its headquarters in Dublin, Ireland, with offices in Cork, the US, Portugal, the Czech Republic, along with representatives worldwide. For more information, please visit www.s3semi.com.
(Source: Company Press Release | 5/9/18)

About ROTH Capital Partners
ROTH Capital Partners, LLC (ROTH), is a relationship-driven investment bank focused on serving emerging growth companies and their investors. As a full-service investment bank, ROTH provides capital raising, M&A advisory, analytical research, trading, market-making services and corporate access. Headquartered in Newport Beach, CA, ROTH is privately-held and employee owned, and maintains offices throughout the U.S. For more information on ROTH, please visit www.roth.com.

Date of Announcement: 5/16/18

The material, information and  facts discussed in this announcement other than the information regarding ROTH Capital Partners, LLC ("ROTH") and its affiliates, are from sources believed to be reliable, but are in no way guaranteed to be complete or accurate. This announcement should not be used as a complete analysis of any companies, securities or topics discussed herein. Additional information is available upon request. This is not, however, an offer or solicitation of the securities discussed. Any opinions or estimates in this announcement are subject to change without notice. An investment in any security based on this announcement may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Additionally, such investments may involve a high degree of risk and may not be suitable for all investors. No part of this announcement may be reproduced in any form without the express written permission of ROTH. Copyright 2018.