e2v technologies to acquire QP Semiconductor

In addition, deferred consideration of up to US$15m may be payable to QP shareholders, subject to future operating profit performance targets being achieved by QP. e2v may satisfy up to US$5m of the deferred consideration through the issue of new ordinary shares to the QP shareholders. All other deferred consideration is to be issued in cash. The overall cash consideration will be funded through existing bank facilities. QP is a US-based designer and supplier of specialty semiconductor components used in military and aerospace applications. Its extensive product range addresses a niche sector within this market, designed to deliver high performance in extreme conditions. Highlights: - QP will strengthen the Group's market position in high reliability specialist semiconductors as well as expand e2v's business from this niche sector by c. 40% - QP achieved compound annual sales growth of 27% from 2005 - 2007, with 2007 operating margins of 35% - The enlarged Group will benefit from the ability to better service complementary global markets - Establishes a US manufacturing base servicing the aerospace and defence sector - Interest cover and net debt/EBITDA on acquisition anticipated to return to March 2008 levels within an acceptable time frame - Earnings enhancing in the financial year ending March 2009 and materially earnings enhancing in the year ending March 2010 Completion of the acquisition is conditional on the approval of e2v's shareholders, which will be sought at a General Meeting to be held on 18 September 2008. Completion is also conditional on the receipt of certain other regulatory approvals and is expected to take place on 30 September 2008. A circular will shortly be posted to shareholders.