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TranSwitch Switches Its Stock for Centillium Cash Om Malik | Thursday, July 10, 2008 | 1:05 PM PT | 1 comment Updated With Corrections: It is a sad commentary on the state of the broadband chip market when a chip maker essentially gives itself away to a rival, who gets much needed-cash in exchange for stock and the promise of a future market. TranSwitch, a broadband chip maker, has agreed to buy fellow clip maker Centillium Communications for $42.8 million in cash and stock. Centillium’s fortunes rose and fell with the DSL market, though in its 11 years of standalone existence it never managed to turn a profit. TranSwitch isn’t doing much better — it hasn’t had a profitable quarter since 2003. So why the deal? Apparently Centillium has Ethernet passive optical networks chips that have been qualified by NTT DoCoMo for its EPON deployments. Apart from that, the move appears to be nothing more than a reshuffling of the cards. Of the $43 million purchase price, $15 million is in cash and the rest is stock. Centillium has around $38 45 million in cash, so in essence the deal will give TranSwitch $28 million in cash. But since it’s also giving out $30 million in stock, the whole transaction looks like a secondary offering. The financial machinations aside, there is a lot of work that needs to be done by both entities to merge their operations. Still, from a broadband chip industry perspective, sad as it might seem, it’s a good thing as there will be one less player. Hopefully soon there will be even fewer of them. A spokesperson for the company emailed to let us know that there were some issues with our report. Their points are well taken, but we were working on the information that was available from public sources. Regardless, here is what they had to say. CTLM has about $38.5mm net cash (there is a little more cash, but also some debt) as of March 31, but they are still burning through cash. We expect them to have about $31.5mm at the time of the deal. After all transactions and restructuring costs we expect to gain at least $8mm in cash, not $28mm as you state. The ability to pick up $8mm of cash is helpful, but was certainly not the central focus of the deal as you suggest. We are buying Centillium at a dirt cheap price and this is, as you suggest, a commentary on the rather beleaguered state do the industry. This is a great deal for TranSwitch and there were multiple drivers to the deal. You are portraying it as a merger of unprofitable losers who getting together because they can’t think of anything better to do. While its true that this combination would probably not have happened if the industry were healthier. Everything is cyclical and just as in 2000 these stocks were at the top of the cycle and oil was at the bottom of the cycle, so now have the roles reversed. Both TranSwitch and Centillium have some very large quantifiable opportunities.