EXHIBIT 99.3
PRO FORMA COMBINED FINANCIAL STATEMENTS
On December 30, 2005, Simtek Corporation (the "Company") purchased
from Zentrum
Mikroelektronik Dresden AG ("ZMD") certain assets related to ZMD's
nvSRAM
product line (the "ZMD Asset Acquisition"). On that same date and
in connection
with the ZMD Asset Acquisition, which is described in more detail
below, Simtek
and ZMD entered into a number of agreements including a License
Agreement (the
"New License Agreement"). Pursuant to the New License Agreement,
ZMD assigned
its rights in certain patents devoted to nvSRAM to Simtek and
Simtek licensed to
ZMD the right to use Simtek's silicon-oxide-nitride-oxide-silicon
(SONOS)-based
nvSRAM technology for embedded functions in ZMD's non-competing
products. The
licenses granted pursuant to the New License Agreement are
perpetual,
non-exclusive, royalty-free and unlimited. No fees or payments are
due to either
party under the New License Agreement. The New License Agreement
shall remain in
effect on a country-by-country basis until all patents, trade
secrets, and any
other proprietary and legal rights subject thereto have expired or
ended, unless
terminated earlier by either party following a breach by the other
party that
remains uncured after 30 days' written notice. In addition, Simtek
and ZMD
executed a Non-Competition and Non-Solicitation Agreement whereby,
for a period
of five years from the closing, ZMD is prohibited from competing
with certain of
Simtek's products and from hiring employees of Simtek in certain
situations.
In 1994, the Company licensed certain intellectual property to ZMD,
which
permitted ZMD to produce nvSRAM products that directly competed
with the
products sold by the Company. During the past several years, the
two companies
have competed for market share with key customers, resulting in
significant
reductions in average unit selling prices. The Company believed
that acquiring
the assets from ZMD would result in more price stability in the
marketplace and
provide additional revenue to Simtek.
The transaction with ZMD was completed on December 30, 2005. As
such, the assets
acquired are included in the audited Consolidated Balance Sheet of
Simtek as of
December 31, 2005, found on page 49 of Simtek's Annual Report on
Form 10-K for
the year ended December 31, 2005, filed on April 6, 2006.
The purchase price consisted of $8 million of cash paid to ZMD, and
6,260,713
shares of Simtek common stock issued to ZMD, valued at $2 million,
per the terms
of the agreement based on the volume weighted average price of the
common stock
for the 60 trading days prior to the execution date of the Asset
Purchase
Agreement on December 7, 2005. For accounting and financial
reporting purposes,
the 6,260,713 shares issued to ZMD have been valued at $0.30 per
share, pursuant
to Emering Issues Task Force 99-12 "Determination of the
Measurement Date for
the Market Price of Acquirer Securities Issued in a Purchase
Business
Combination", resulting in an accounting value of $1,882,000. The
total purchase
price including transaction related costs, amounted to $10,425,000.
The
transaction related costs include $272,000 investment banking
costs, $240,000
legal fees, and $31,000 other.
The following table summarizes the estimated fair values of the
assets acquired
as of the date of acquisition (in thousands):
Finished goods inventory
$ 638
Non-competition agreement
8,910
Goodwill
877
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