[INTERSIL LOGO] EXHIBIT 99.05
FOR IMMEDIATE RELEASE: NEWS RELEASE
Contact: Brent Dietz Pete Hargittay
Intersil Public Relations Intersil Investor Relations
Tel: (321) 729-5973 Tel: (949) 341-7062
E-mail: bdietz@intersil.com E-mail: phargitt@intersil.com
Intersil Completes Acquisition of Elantec
- -- Rapid close and integration process will provide quick benefits to customers
- -- Acquisition adds leadership in high performance analog markets
- -- Transaction expected to be accretive by fourth quarter of 2002
Irvine, Calif., May 14, 2002 - Intersil Corporation (NASDAQ: ISIL) announced
today the completion of its acquisition of high performance analog leader
Elantec Semiconductor, Inc. upon receiving shareholder approval by both
companies. The acquisition adds leadership in optical storage (CD and DVD
recordable) and flat panel display markets to Intersil's strength in wireless
networking and power management. Under terms of the acquisition, Elantec
shareholders will receive 1.24 shares of Intersil stock and $8.00 in cash for
each Elantec share.
Elantec President and CEO Rich Beyer becomes President and CEO of Intersil
Corporation. Beyer is a semiconductor industry veteran and former Chief
Operating Officer at National Semiconductor and VLSI Technology. Former Intersil
President and CEO Greg Williams becomes Executive Chairman of Intersil's Board
of Directors. Jim Diller - former Elantec Chairman and former CEO and founder of
PMC-Sierra - and Rich Beyer join Intersil's Board of Directors.
"I am extremely pleased with the quality of our new management team and the
exceptional execution of this transaction," said Rich Beyer. "We went from term
sheet to transaction close in less than 75 days, completing one of the fastest
acquisitions in the history of the semiconductor industry. This rapid closing is
enabling a fast and successful integration. Our teams have made outstanding
progress, focusing on revenue growth and cost savings. Throughout the
integration process, we have placed our customers first and will continue to
focus on customer service and satisfaction. With the acquisition now complete,
Intersil is an even more important strategic supplier to our many leading
customers. We now bring them the unique value offered by our expanded and
complementary analog and wireless product portfolios."
--more--
Intersil Acquires Elantec, Page Two
Intersil will integrate Elantec as its fourth product group, joining the
company's Wireless Access, Communications Analog and Standard Analog product
groups. The combined Intersil portfolio now addresses several of the fastest
growing markets in the industry today - optical storage, flat panel display,
power management and wireless networking. Adds Rich Beyer, "All of these markets
are experiencing accelerating adoption rates. Intersil will add to its
technology leadership in these markets by investing a record $140 million in
research and development, and introducing more than 150 new products in 2002."
"In the first quarter we delivered strong financial results, improving gross
margins for the fourth consecutive quarter," said Beyer. "Intersil is well on
its way to becoming one of the largest and most profitable high performance
analog companies in the world. With many years of analog experience, Intersil is
built on a solid foundation, focused on four high growth markets, profitable
with strong cash flow and has one of the strongest balance sheets in the
industry today."
Intersil's Chief Financial Officer Dan Heneghan added, "Intersil continues to
see strength in its target markets. For the second quarter ending in June 2002,
we now expect sequential revenue growth of the combined company to be on the
high end of the previous 6 to 8% guidance, and adjusted earnings per share (EPS)
to be approximately $.15. We also expect the acquisition to be neutral to
Intersil's third quarter 2002 EPS and accretive to fourth quarter EPS due to the
rapid integration process and the strong momentum in the Elantec order rate."
Investors and interested parties within the United States may listen to
Intersil's conference call today at 2:00 p.m. Pacific/5:00 p.m. Eastern by
dialing (800) 779-8612 and providing the operator with the pass code INTERSIL.
International callers may connect to the call by dialing (212) 287-1616. A
replay of Intersil's conference call will be available until 5:00 p.m. Pacific
Time on Tuesday, May 21, 2002, by calling (800) 839-5571 in the U.S. and (402)
220-2073 Internationally. Confirmation code for the replay is 51402.
--more--
Intersil Acquires Elantec, Page Three
About Intersil
Intersil is a global leader in designing innovative high performance analog and
wireless networking solutions that enable wireless access to video, data and
voice in homes, offices and public places. Intersil designs, manufactures and
markets high performance analog integrated circuits primarily for the video,
optical storage, communication, and power management markets in which advances
in digital integrated circuit technology are driving increasing demand for high
speed, high performance and low power consumption analog circuits. The company
brings added value in providing complete silicon, software and reference design
solutions to new products that bring portable connectivity to people wherever
they live, work or travel. Headquartered in Irvine, California, Intersil has
offices in cities throughout the US, Europe and Asia. For more information about
Intersil or to find out how to become a member of our winning team, visit the
company's web site and career page at www.intersil.com.
--more--
Intersil Acquires Elantec, Page Four
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
(amounts in millions, except per share data and percentages)
Year Ended Year Ended
2000 Q1-01 Q2-01 Q3-01 Q4-01 2001 Q1-02
---------- ----- ----- ----- ----- ---------- -----
Wireless Access $ 163.1 $ 35.9 $ 32.4 $ 29.6 $ 37.7 $ 135.6 $ 49.0
Comm Analog 207.0 42.6 39.8 45.7 49.3 177.3 50.1
Standard Analog 216.7 49.3 46.1 38.1 34.6 168.1 35.0
Elantec 126.2 30.6 20.5 20.7 22.9 94.7 25.4
----- ----- ----- ----- ----- ----- -----
Sales 713.0 158.4 138.8 134.1 144.5 575.7 159.5
----- ----- ----- ----- ----- ----- -----
COS 354.3 80.4 68.9 65.7 69.3 284.3 75.0
----- ---- ---- ---- ---- ----- ----
Gross Margin 358.6 77.9 69.9 68.4 75.2 291.5 84.5
----- ---- ---- ---- ---- ----- ----
50.3% 49.2% 50.4% 51.0% 52.1% 50.6% 53.0%
R&D 102.9 33.0 33.7 31.1 30.5 128.2 32.9
SG&A 139.3 30.6 28.4 24.8 26.8 110.6 28.7
----- ---- ---- ---- ---- ----- ----
Operating Income 116.4 14.4 7.8 12.5 17.9 52.6 22.9
----- ---- ---- ---- ---- ----- ----
Interest, net 14.2 (4.4) (6.5) (5.0) (3.4) (19.3) (2.6)
----- ---- ---- ---- ---- ---- ----
Income before income tax expense 102.2 18.8 14.3 17.5 21.3 72.0 25.4
----- ---- ---- ---- ---- ---- ----
Tax Provision 38.5 6.5 4.8 5.3 6.5 23.1 7.6
====== ====== ===== ====== ====== ====== ======
Adjusted Net Income $ 63.7 $ 12.3 $ 9.5 $ 12.2 $ 14.8 $ 48.8 $ 17.8
====== ====== ===== ====== ====== ====== ======
Adjusted EPS $ 0.50 $ 0.09 $ 0.07 $ 0.09 $ 0.11 $ 0.35 $ 0.13
====== ======= ====== ====== ====== ====== ======
Diluted Weighted Average Shares 128.1 141.0 141.1 141.2 141.5 141.2 141.7
NOTE: All periods have been adjusted to include impact of Elantec's results,
which includes the interest income impact of the cash outlays directly
associated with the merger. This summary also calculates earnings per share
based on historical dilution and excludes amortization of intangibles and other
one-time gains and losses.
--more--
Intersil Acquires Elantec, Page Five
This press release contains forward-looking statements as defined in Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Such forward-looking statements are based upon Intersil Corporation's
("Intersil") management's current expectations, estimates, beliefs, assumptions,
and projections about Intersil's and Elantec Semiconductor, Inc.'s ("Elantec")
business and industry. Words such as "anticipates," "expects," "intends,"
"plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should,"
"would," "potential," "continue," and variations of these words (or negatives of
these words) or similar expressions, are intended to identify forward-looking
statements. In addition, any statements that refer to expectations, projections,
or other characterizations of future events or circumstances, including any
underlying assumptions, are forward-looking statements. These forward-looking
statements are not guarantees of future performance and are subject to certain
risks, uncertainties, and assumptions that are difficult to predict. Therefore,
our actual results and Elantec's could differ materially and adversely from
those expressed in any forward-looking statements as a result of various risk
factors. Important risk factors that may cause such material differences for
Intersil, some of which may apply to Elantec, include, but are not limited to:
the economic slowdown in the technology sector; the rate at which consumers
adopt small handheld Internet appliances and portable computing devices in
enterprises and in homes; the rate at which consumers purchase notebook
computers; the rate at which our present and future customers and end-users
adopt Intersil's wireless access, communications analog, standard analog,
optical storage, and flat panel display technologies and products; the timing,
rescheduling or cancellation of significant customer orders; the ability of our
customers to manage inventory; the loss of a key customer; the qualification,
availability and pricing of competing products and technologies and the
resulting effects on sales and pricing of our products; silicon wafer pricing
and the availability and quality of our foundry capacity and raw materials;
availability, pricing, and quality of third party foundry and assembly and test
capacity and raw materials; fluctuations in the manufacturing yields of our
third party foundries and assembly and test facilities, and other problems or
delays in the fabrication, assembly, testing or delivery of our products; the
risks of producing products with new suppliers and at new fabrication and
assembly and test facilities; problems or delays that we may face in shifting
our products to smaller geometry process technologies; the effectiveness of
Intersil's expense and product cost control and reduction efforts; the risks
inherent in acquisitions, including the acquisition of Elantec (including
integration issues; costs and unanticipated expenditures; changing relationships
with customers, suppliers, and strategic partners; potential contractual,
employment, and intellectual property issues; risks of not securing regulatory
approvals; accounting treatment and charges; and the risks that the acquisition
cannot be completed successfully, or that the anticipated benefits of the
acquisition are not realized); intellectual property disputes, customer
indemnification claims, and other litigation risks; Intersil's ability to
develop, market, and transition to volume production new products and
technologies in a timely manner, as well as other risk factors. Intersil's
recently filed joint proxy statement/prospectus related to the merger with
Elantec, Annual Report on Form 10-K and other Intersil filings with the U.S.
Securities and Exchange Commission ("SEC") (which you may obtain for free at the
SEC's web site at www.sec.gov) discuss some of the important risk factors that
may affect our business, results of operations, and financial condition. These
forward-looking statements are made only as of the date of this communication
and Intersil undertakes no obligation to update or revise these forward-looking
statements.
# # # #