VeriSilicon to Acquire Vivante Corporation in All-Stock Transaction

Expands IP-rich Silicon Platform as a Service (SiPaaS™) Company Addressing Automotive, IoT, Mobility, Consumer, and Gaming Applications

SHANGHAI & SANTA CLARA, Calif.-- October 12, 2015 -- VeriSilicon Holdings Co., Ltd. and Vivante Corporation today announced a definitive merger agreement under which the companies will be combined in an all-stock transaction. The combined company, to be called VeriSilicon Holdings Co., Ltd., will offer robust IP-centric, platform-based custom silicon solutions and end-to-end semiconductor turnkey services.

“This transaction creates an extensive semiconductor IP portfolio that will now include GPU cores, vision image processors, digital signal processors, video codecs, mixed signal IP and foundry foundation IP”

Highlights of the transaction include:

• Revenue for the combined company of more than $180 million for the year ended December 31, 2014;
• Expected to be accretive to VeriSilicon’s non-GAAP earnings;
• Establishes richer IP portfolio with the addition of licensable graphic cores (GPU);
• Expands opportunities in the automotive market with established top OEM customers;
• Increases exposure and content in IoT applications, as well as mobility applications, including smartphones, tablets, and connected TVs;
• Leverages VeriSilicon’s extensive IP portfolio, design services capabilities and established direct sales channels worldwide;
• Expands Tier 1 customer base

With the addition of Vivante’s leading GPU and vision image processing solutions, VeriSilicon continues to build out its Silicon Platform as a Service (SiPaaS^TM) offering. Vivante has an established global customer base of over 50 licensees and has shipped more than 300 million units. Additionally, Vivante is a recognized industry leader in GPU solutions for automotive display, visualization and vision processing as well as mass market IoT applications. The combined company will hold a patent portfolio of more than 75 issued and pending U.S. patents and maintain operations in eight countries.

“This transaction creates an extensive semiconductor IP portfolio that will now include GPU cores, vision image processors, digital signal processors, video codecs, mixed signal IP and foundry foundation IP,” said Wayne Dai, VeriSilicon chairman, president and chief executive officer. “We expect our combined technology and scale will enable us to further extend our franchises in the automotive, IoT, mobility, and consumer market segments. Additionally, we share a strong culture of innovation and creativity that will provide significant benefits to our semiconductor, system and Internet platform customers by delivering best-in-class IP, design services and turnkey ASICs. This Silicon Platform as a Service (SiPaaS^TM) model enables our customers to deliver high-quality, differentiated products in the fastest and most cost-effective way possible.”

“Together, VeriSilicon and Vivante will be well positioned to achieve even greater success,” said Weijin Dai, Vivante chief executive officer. “Our technology has been instrumental in providing PC-quality performance and experience at mobile power levels to create life-like graphics across a number of key end market segments and applications. VeriSilicon shares our vision for providing exceptional technology solutions that meet the unique requirements of automotive and IoT customers, as well as mobility, consumer and gaming customers. Our complementary products and capabilities will enable the combined company to pursue significant new growth opportunities, while delivering even greater value to customers, employees and shareholders.”

The terms of the transaction were not disclosed. The transaction is subject to the approval of shareholders from both companies as well as customary closing conditions and regulatory approvals. The companies expect the transaction to close in the fourth calendar quarter of 2015.

About VeriSilicon

VeriSilicon Holdings Co., Ltd. is a Silicon Platform as a Service (SiPaaS^TM) company that provides IP-centric, platform based custom silicon solutions and end-to-end semiconductor turnkey services for a wide range of applications across a wide variety of end markets including mobile internet devices, datacenters, the Internet of Things (IoT), wearable electronics, smart homes, and automotive.

VeriSilicon's silicon platforms include licensable ZSP® (digital signal processor) based HD audio, HD voice, multi-band and multi-mode wireless platforms, Hantro HD video platforms, mixed signal NUI (natural user interface) platforms for voice, motion and touch interface. VeriSilicon's custom silicon turnkey service encompasses design service that combines its technology solutions and value-added mixed signal IP portfolio targeted for a wide range of process technology nodes, including advanced nodes like 28nm and 22nm FD-SOI, FinFET and provide product engineering service for System on a Chip (SoC) as well as System in a Package (SiP).

VeriSilicon's SiPaaS solutions shorten design cycle, enhance quality, and reduce risk. The breadth and flexibility of our SiPaaS solutions make it an attractive alternative for a variety of customer types, including both emerging and established semiconductor companies, Original Equipment Manufacturers (OEMs), Original Design Manufacturers (ODMs), and large Internet platform companies.

Founded in 2001 and head-quartered in Shanghai, China, VeriSilicon has over 500 employees with six R&D centers (China, US and Finland) and nine sales offices worldwide.

About Vivante™ Corporation

Smaller – Faster – Cooler: Vivante Corporation, a leader in multi-core GPU, Compute, CPC Composition Engine and Vector Graphics IP solutions, including the GC7000XS, the first licensable GPU IP to provide Android® Extension Pack (AEP) compliant tessellation and geometry shaders. Vivante provides the highest performance and lowest power silicon characteristics across a range of Khronos™ Group API conformant standards based on the Vega architecture. Vivante GPUs are integrated into customer silicon in devices targeting wearables, IoT, smartphones, tablets, HDTVs, automotive, consumer electronics and other embedded devices and running thousands of graphics/compute applications across multiple operating systems and software platforms. Vivante is a privately held company headquartered in Santa Clara, California, with additional R&D centers in Shanghai and Chengdu.