All right. I think it's 8:30 A.M. Should we start? Good morning, everyone. Thank you for joining us today on this webinar to run through the acquisition of Banias Labs and the multi-year agreement framework with a leading North American hyperscaler. Before I pass on to John, as usual, I must remind everyone that today's briefing and some of the answers to your questions may contain forward-looking statements, and these statements reflect management's current views and there are risks associated with them. You can find a full explanation of risks on this page of the presentation. On our website, as usual, you will find the announcement and the slides and recording of this webinar will also be available later today. Joining me on the call, are fellow members of the management team, John Lofton-Holt, Co-founder and Executive Chairman, Tony Pialis, Co-founder, President, and CEO, and Daniel Aharoni, our CFO. Without further ado, I'm just gonna hand over to John. John, over to you, please. Jose, good morning, and good morning to everyone joining us. Thank you for that. Jose, next slide, please. Before we get started talking about this very exciting announcement today of three transactions, I wanted to refresh your memory on Alphawave. Some of you may be new to Alphawave. I wanted to start that refresher with the IPO. What we've done since we IPO'd is execute against that vision. To remind you, when we IPO'd this company, we were already the world leader in silicon IP for connectivity, and that leadership continues. What we've done since then is deliver on our IPO vision and the commitments we made at the IPO. We've done that really by expanding our leadership in three ways. The first thing we've done is expand our capabilities into electrical and optical network IP, then expanding into chiplet IP, then expanding into chiplet connectivity and RISC-V processor IP. Now, with the acquisition of Banias Labs today, we're announcing expanding into coherent optical DSP technology, which will provide an end-to-end electrical and optical solution for the world's most sophisticated data center customers. That's the first way we've expanded our capability. Now, the way we've done that is the second thing we've done. We've done that through M&A. We first acquired Precise-ITC in December of 2021. That was a relatively small acquisition, but that included some very important additional IP for the data center. We've been successful deploying that to our customers globally. We signed the OpenFive transaction in March 2022 and completed that transaction on schedule, on time, after CPs approval in September 2022, and we're in the process of integrating OpenFive into our team. That acquisition provided us with a great custom silicon team with a multi-decade heritage of building in the most advanced process technologies. Now we're announcing our third M&A since we IPO'd the company. This is Banias. Banias Labs is a leader in coherent optical DSP technology. I think the most important thing about this transaction is it delivers against a very important part of our roadmap, most important customers, but it also comes with endorsement from one of the world's biggest North American hyperscalers, who's committed to purchasing a minimum of $300 million of product based on this technology and Alphawave technology over the next five years. Tony Pialis, my co-founder and our President CEO, will give a lot more detail about that and what that means for our business. Before I turn over to Tony, I want to talk about the third way we've expanded since we IPO'd. That's by organically growing our head count and also expanding our footprint with our foundries. If you think about our head count when we IPO'd, the year before we IPO'd, we had about 75 people. We're now north of 630 people today with the acquisition of Banias. While we've expanded that head count, we've expanded with our key partners. Our key partners, TSMC, Samsung, now Intel. These relationships with foundries keep expanding over time, and they will keep expanding as we expand our team. With that, I'll turn it over to my co-founder, our President and CEO, Tony Pialis, to talk about this acquisition today. Thank you, John. First off, let me provide some detail and background on both the Banias acquisition as well as the framework agreement we just executed with the leading North American hyperscaler. Banias is an Israeli company with an experienced team of 50 engineers. They were first to market with the world's lowest power coherent optical DSP, specifically built for data centers. The Banias coherent architecture is used to connect data centers together and is also used within these data centers. Their industry-leading technology has garnered the significant attention of North American hyperscalers as coherent signaling is a critical building block for our digital infrastructure. What Alphawave brings to this coherent technology are the critical industry-leading analog components needed to interface the optics with the Banias DSP. In addition to this, I'm also excited to announce we have simultaneously executed a non-binding framework agreement with the leading North American hyperscaler. The framework agreement will accelerate our hybrid business model and bring this coherent technology to the market in the world's largest data centers. This is an anchor deal for us. It now enables us to deliver both our coherent as well as our PAM4 technologies to this hyperscaler in the form of optical DSPs and silicon. With this framework agreement, we have an opportunity to ship at least $300 million worth of products over the next several years, with the added potential to grow significantly beyond this. The framework agreement is a direct example of the synergies of our hybrid business model which will scale our revenues scale our profits over the next several years. The hybrid model takes our leading-edge connectivity technology and expands it from a silicon IP that we have historically licensed and now delivers it to silicon products that we can sell to these hyperscalers and infrastructure providers. Next, let me provide some further details in regards to both transactions. As John mentioned previously we took this company public to deliver on our vision of being a leading global provider of digital connectivity for data infrastructure. Both the Banias deal and the framework agreement deliver on that vision. Coherent communication is an industry-proven technology that has historically been used when PAM4 can no longer work. It is a critical piece of connectivity that is being deployed across distributed data centers as hyperscalers struggle to manage the exponential data growth that's happening in our world. Combined with Alphawave's leading portfolio of PAM4 DSP technology the addition of coherent optics also expands our product portfolio and the markets we can service. The recent additions of OpenFive and now Banias have increased our 2026 TAM from $2.5 billion to multiple times that. The multiyear framework agreement with the leading North American hyperscaler also provides a platform for us to scale the Banias technology in conjunction with our custom silicon and IP products. It is a foundational deal to drive the steady growth of the business over the next several years. The Banias acquisition is an all-cash deal for $240 million. The proceeds are funded via our existing cash as well as additional financing we have just put in place. In regards to the financing, we have taken on a small debt position by establishing two senior credit facilities with some of our partner banks. One facility is a five-year $110 million revolver as well as a second five-year, $110 million term loan. These credit facilities are in U.S. dollars in contrast to our existing balance sheet cash which is mostly in sterling. Next let me walk you through how coherent technology fits within our data centers. PAM4 is the current signaling used for high performance links. It replaced NRZ its predecessor, five years ago. PAM4 has allowed links to scale all the way up to 200 Gbps. That inflection point that move to PAM4 back in 2017 is what gave an opportunity for Alphawave to be born. When I look beyond 200 Gb per second, the industry is reaching yet another technology inflection point. This is expected to happen in and around 2024 and 2025 with the adoption and deployment of 1.6 terabit Ethernet. PAM4 will not be able to drive useful reaches beyond 200 Gb per second using either electrical or optical links so the industry will need to inevitably turn to coherent technology. Coherent is an established approach in long reach optical links. It's also used today to bring cable internet into our homes. It's used in many wireless technologies like Bluetooth. Coherent allows higher data rates to be transmitted over bandwidth-limited links. At 200 Gb per second and beyond coherent will need to be more widely deployed in data centers to help provide the necessary bandwidth to feed this exponential growth of data. As you can see in the chart to the right over time we expect more of the links within data centers to convert to coherent and specifically optical signaling. However at this scale coherent technology needs to deliver the same power efficiency and cost as existing PAM4 solutions. This will be where we are initially focused delivering a portfolio of high performance coherent and PAM4 DSPs to provide the critical connectivity infrastructure needs to support the exponential data growth that's happening in our networks today and is expected to continue over the next decade. Next I'll hand it over to Daniel our CFO to speak briefly about our outlook. Thank you very much Tony. The positive growth trends we see in the data infrastructure markets and investment in next generation connectivity are continuing. We see those trends reflected in our growing pipeline of business and we'll share more information on that in our Q3 trading update. The technology that we've acquired with Banias is highly complementary to our business and our existing technology and will form a core part of our long-term product roadmap. We're not making any changes to our current standalone outlook. We will provide further details on 2023 and on our long-term financial model at our Capital Markets Day in January. We're expecting a ramp in these new optical products during 2024 and they'll start to contribute to our profitability in that timeframe once those products are in volume production. In summary, we continue to have a cash generative business and the new facilities we put in place, which I'll cover in more detail on the next slide maintain our strong balance sheet and provide us the flexibility to keep growing the business over the medium term. On transaction financing. Although we do have a significant level of cash on our balance sheet much of that cash as Tony mentioned is held in sterling from the proceeds raised at our IPO. We want to maintain that strong gross cash balance and we don't wanna convert to dollars at the current rates. We were therefore able to secure a flexible financing package on attractive terms. As Tony mentioned we've put a $110 million revolver in place and a $100 million term loan, which were fully drawn for the acquisition. The interest rate does vary according to our net debt to EBITDA covenants, but is approximately a 200 basis point spread on SOFR. Our pro forma cash position following the transaction based on the current USD sterling rates is a net debt position of approximately $35 million comprising gross debt of $210 million and gross cash of around $175 million. We do have covenants as part of the debt package. On an LTM to June 2022 basis, our pro forma net debt adjusted EBITDA is approximately 2x. There is a detailed covenant definition in the credit agreement and we can net a maximum of $100 million of cash against that debt. If we netted off our full cash balance, our covenant would obviously be substantially lower. I'd like to turn back to Tony to summarize. Thank you, Dan. To wrap things up this acquisition strengthens our positioning and expands our total addressable markets by multiple times. The framework agreement deepens our relationships with leading North American hyperscalers and provides a key anchor for our expansion into optics. Even with these recent acquisitions and investments into our midterm growth we are left with a strong balance sheet that we will leverage as we continue to move forward. We expect our optical product roadmap to meaningfully impact our business starting in 2024 and will ramp significantly thereafter driving our revenue growth and improving our profitability. More information regarding this will be provided in our Capital Markets Day scheduled in January of next year. With that, I'll hand it back to John to wrap things up. Thanks, Tony. We are happy to open the floor to questions. As a reminder, the way we handle questions is, in the Zoom webinar, you can raise your hand and we'll be happy to allow you to speak. Ask the question, we will answer. There are no open questions right now. Okay if there are no questions we're happy to wrap up the call today. Look forward to keeping in touch and thanks for your support of Alphawave. Have a good day. Thank you.
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