Participants in the Solicitation
IXYS, Littelfuse and certain of their directors, executive officers and employees may be deemed participants in the solicitation of proxies from IXYS stockholders in connection with the proposed transaction. Information regarding the persons who may be deemed to be participants in the solicitation of IXYS stockholders in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus when it is filed with the SEC. Information about the directors and executive officers of Littelfuse and their ownership of Littelfuse common stock is set forth in Littelfuse’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC on February 27, 2017, and its definitive proxy statement for the Littelfuse 2017 annual meeting of stockholders, which was filed with the SEC on March 16, 2017. Information about the directors and executive officers of IXYS and their ownership of IXYS common stock is set forth in IXYS’ Annual Report on Form 10-K for the fiscal year ended March 31, 2017, which was filed with the SEC on June 12, 2017, and the definitive proxy statement for IXYS’ 2017 annual meeting of stockholders, which was filed with the SEC on July 28, 2017. Free copies of these documents may be obtained as described in the paragraphs above.
Non-Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Use of Non-GAAP (Adjusted) Financial Measures
The information provided in this press release includes the non-GAAP financial measures “Adjusted EBITDA” and “Adjusted EBITDA margin” of IXYS. These non-GAAP financial measures exclude the effect of certain expenses and income not related directly to the underlying performance of fundamental business operations and should not be considered in isolation or a substitute for the comparable GAAP measure. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measure is included in the appendix of this press release.
Management believes that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors regarding operational performance because they enhance an investor’s overall understanding of core financial performance and facilitate comparisons to historical results of operations, by excluding items that are not related directly to the underlying performance of fundamental business operations or were not part of business operations during a comparable period. Management believes that these non-GAAP financial measures are commonly used by financial analysts and others in the industries in which the companies operate, and thus further provide useful information to investors. Management additionally uses these measures when assessing the performance of the business and for business planning purposes. Note that definitions of these non-GAAP financial measures differ from those terms as defined or used by IXYS Corporation and may differ from those terms as defined or used by other companies.
LFUS-F
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IXYS Corporation Adjusted EBITDA / Adjusted EBITDA Margin reconciliation: |
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| ($ in millions) | ||||
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Fiscal Year
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| Net sales | $ | 322.1 | ||
| Net income | $ | 21.3 | ||
| Add: | ||||
| Income tax expense | 7.6 | |||
| Interest expense | 2.5 | |||
| Depreciation and amortization | 10.6 | |||
| Impairment of intangibles | 1.4 | |||
| Stock compensation expense | 3.4 | |||
| IXYS As Reported Adjusted EBITDA | $ | 46.9 | ||
| Less: Stock compensation expense | 3.4 | |||
| Adjusted EBITDA | $ | 43.4 | ||
| Adjusted EBITDA Margin | 13.5 | % | ||
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Note: Totals may not foot due to rounding. |
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