Red Bank, New Jersey - July 15, 2003 -- GlobespanVirata, Inc. (NASDAQ: GSPN), a leading provider of integrated circuits, software, and system designs for broadband communication applications, announced today that it has agreed to purchase the Wireless Networking Product Group ("WLAN Business") of Intersil Corporation (NASDAQ: ISIL) for $365 million in cash and common stock. This transaction is expected to close prior to the end of the third quarter of 2003, subject to customary closing conditions.
Intersil's Wireless Networking Product Group has designed and developed world-class silicon technology for wireless networking applications. Today, the wireless networking market is experiencing tremendous growth as virtually every consumer and business product requires high-speed wireless connectivity to digital content. The WLAN semiconductor market is one of the fastest growing segments within the overall semiconductor sector. According to Allied Business Intelligence, worldwide WLAN semiconductor sales are expected to grow at a 23% compound annual growth rate from 2002 to 2006.
Analysts estimate that revenues for Intersil's WLAN Business will be approximately $55 million for the second quarter of 2003. The combined revenues for GlobespanVirata and Intersil's WLAN Business were approximately $446 million for the twelve months ended March 31, 2003. It is anticipated that the transaction will be accretive on a non-GAAP (pro forma) basis to GlobespanVirata's pro forma non-GAAP earnings and earnings per share for the year ending December 31, 2004.
Armando Geday, President and Chief Executive Officer of GlobespanVirata, said, "We are excited about the strategic alignment of this transaction. As a combined company, GlobespanVirata will be well positioned to use the WLAN Business' technology and leading market position to accelerate our growth through entering adjacent market segments including the home networking, consumer electronic networking and wireless data segments. Our leadership position in DSL combined with the Intersil WLAN Business' leadership position creates the world's most compelling product offering for the benefit of consumers and service providers."
Under the terms of the purchase agreement, GlobespanVirata has agreed to pay Intersil $250 million of cash and $115 million of GlobespanVirata common stock, subject to a collar on GlobespanVirata's stock price of between $7.4375 and $10.0625. The number of shares issued by GlobespanVirata will be determined when the transaction is closed. The minimum number of shares to be issued by GlobespanVirata will be approximately 11.429 million (equivalent to $10.0625 per share) and the maximum number of shares will be approximately 15.462 million (equivalent to $7.4375 per share).
Citigroup is acting as financial advisor to GlobespanVirata with regard to the transaction.
About GlobespanVirata
GlobespanVirata is a leading provider of integrated circuits, software and system designs for broadband applications that enable the high-speed transmission of data, voice and video over copper telephone lines. GlobespanVirata delivers complete high speed, cost effective and flexible DSL chipset solutions to more than 300 global customers that manufacture broadband access equipment for businesses and consumers.
GlobespanVirata is one of the world's largest organizations dedicated to DSL and related broadband technology. The company applies the industry's longest history in DSL research and development, as well as over 15 years of field experience, to offer unparalleled customer support and to successfully bring its proven broadband solutions to market.