Fremont, California, and Los Gatos, California, February 23, 2009 - Exar Corporation (NASDAQ: EXAR) and Hifn, Inc. (NASDAQ: HIFN) announced today that they have signed a definitive agreement under which Exar will acquire Hifn. Under the terms of the agreement, which was unanimously approved by the board of directors of each company, Exar will acquire all of the outstanding shares of Hifn common stock pursuant to an exchange offer, followed by a second step merger. In the exchange offer, Hifn stockholders will be able to elect to receive either (i) 0.3529 shares of Exar common stock and $1.60 in cash; or (ii) $4.00 in cash. The exchange offer is subject to customary closing conditions, including the tender in the exchange offer by Hifn stockholders of shares representing at least a majority of the outstanding shares of Hifn common stock on a fully diluted basis, and is anticipated to close early in the second calendar quarter of 2009. Al Sisto, chief executive officer and chairman of the board of directors of Hifn, will join the board of directors of Exar Corporation.
"We believe we can achieve our strategic and financial objectives more quickly with the Hifn acquisition," said Pete Rodriguez, Exar's president and chief executive officer. "The two companies have developed complementary technologies and share a common vision to deliver connectivity and storage solutions that are not only fast, but also efficient and secure. We are delighted to welcome the Hifn team to Exar," stated Mr. Rodriguez. "Our combined focus will enable us to realize expanded revenue and market share, aggressively pursue emerging markets, as well as increase overall gross margin."
"As a developer of analog and mixed-signal semiconductor technology, Exar has focused on creating solutions for high speed connectivity and managing data between computers, over networks and across broadband telecom systems," said Paul Pickering, Exar senior vice president of marketing. "For more than a decade, Hifn has been a pioneer in creating advanced technologies that secure and compress data flowing over networks and residing on storage systems. Hifn's semiconductor and software solutions work hand in hand with various high speed connections to ensure optimized performance. We expect to advance our strategic relationship with shared top tier customers including Cisco Systems, Huawei Technologies, HP and Alcatel-Lucent."
"I am very excited about the compelling synergies of the two companies," said Albert Sisto, chairman and chief executive officer of Hifn. "Hifn's b experience in applied processors, cards and software that deliver solutions for continuous data protection and capacity optimization for the storage and networking markets together with Exar's, will provide the expertise to offer highly integrated system solutions with complete software support. I also believe Hifn's acquisition by Exar creates unique added value and is a great opportunity for our customers, employees and shareholders."
In addition to the complementary skills and experience of Hifn's engineering organization, Exar will acquire valuable intellectual property related to Ethernet, embedded processors, network security, compression, deduplication, RAID, packet processing architecture and SoC design methodology.
About the Transaction
The exchange offer described herein has not commenced. The description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Exar. In connection with the exchange offer, Exar intends to file a registration statement on Form S-4 and a Tender Offer Statement on Schedule TO with the Securities Exchange Commission (the "SEC") and Hifn intends to file a solicitation/recommendation statement on Schedule 14D-9. Such documents, however, are not currently available. These documents contain important information about the transaction and investors and security holders are urged to read these documents carefully before any decision is made with respect to the exchange offer. Investors and security holders will be able to obtain free copies of the registration statement on Form S-4, Schedule TO, Schedule 14D-9 as well as other filings containing information about Exar and Hifn without charge, at the SEC's website www.sec.gov) once such documents are filed with the SEC. A free copy of the exchange offer materials, when they become available, may also be obtained from Exar's website at www.exar.com or from Hifn's website at www.hifn.com.
Shares of Exar Corporation will continue to trade on the NASDAQ Global Market under the symbol "EXAR". Deutsche Bank Securities Inc. acted as financial advisor and O'Melveny & Myers LLP acted as legal counsel to Exar. RBC Capital Markets acted as financial advisor and Fenwick & West LLP acted as legal counsel to Hifn.
About Exar
Exar Corporation is Powering Connectivity by delivering highly differentiated silicon solutions empowering products to connect. With distinctive knowledge in analog and digital technologies, Exar enables a wide array of applications such as portable devices, home media gateways, communications systems, and industrial automation equipment. Exar has locations worldwide providing real-time system-level support to drive rapid product innovation. For more information about Exar visit: www.exar.com.
About Hifn
Hifn (NASDAQ: HIFN) delivers the key OEM ingredients for 21st century storage and networking environments. Leveraging over a decade of leadership and expertise in the development of purpose-built Applied Services Processors (ASPs), Hifn is a trusted partner to industry leaders for whom infrastructure innovation in storage and networking is critical to success. With the majority of secure networked communications flowing through Hifn technology, the 21st century convergence of storage and networking drives our product roadmap forward. For more information, please visit: www.hifn.com.