INSIDE Secure to acquire ESS

FRANCE: INSIDE Secure has entered into an agreement to purchase Embedded Security Solutions (ESS), a high expertise business which designs and develops encryption-related security hardware intellectual property (IP) and software for a variety of industries, including the mobile and networking markets.

The transaction is expected to close before the end of 2012 subject to certain customary closing conditions. The Supervisory Board of INSIDE Secure has unanimously approved the transaction.

This strategic acquisition will enable INSIDE Secure to reinforce its position as a key player in the fast-growing security solutions market:

* ESS brings to INSIDE Secure complementary offerings for a complete security architecture, as well as additional solutions for securing both content (Digital Rights Management or DRM) and data exchange (Virtual Private Network or VPN).

* ESS complements INSIDE Secure’s know-how with a talented team of 79 highly qualified employees located in Europe, Asia and in the US, as well as its extensive and highly regarded security intellectual property and technology portfolio, which aligns with INSIDE’s long-term strategy to generate its own IP licensing revenue.

* This acquisition will allow INSIDE Secure to access a wider customer base in the mobile, content provider and network industries that serve a variety of application markets (smart grids, automotive, gaming and others).

* By leveraging the strong capabilities of INSIDE Secure’s existing Mobile NFC and Digital Security businesses, the combined offer should lead to additional sales in high growth markets.

At closing, INSIDE Secure will pay $38 million in cash subject to a working capital adjustment, and up to an additional $10 million subject to completion of certain post-closing transactions. The transaction is expected to be accretive to INSIDE Secure’s 2013 adjusted operating and net results, and to enhance INSIDE Secure’s gross margin.

Rémy de Tonnac, CEO of INSIDE Secure, said: “This transaction is an important opportunity to extend our position in the security value chain and reinforce our global offer in high-end security solutions. It will enable us to complement our product and solution portfolio in Mobile NFC and Digital Security and enhance our customer offerings in fast- growing markets. The talented ESS team who will be joining will contribute their know-how and expertise to advancing our innovative technologies, and help us address new security markets.”