SANTA CLARA, Calif. & NORRISTOWN, Pa.-- June 15,2005--Integrated Device Technology, Inc. ("IDT")(Nasdaq:IDTI) and Integrated Circuit Systems, Inc. ("ICS")(Nasdaq:ICST) today announced the signing of a definitive agreement to combine the two companies in a strategic merger. The parties believe that the merger will allow the combined company to increase its ability to service the requirements of its customers and will provide a platform for growth within the communications, computing, and consumer markets.
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, ICS stockholders will receive 1.300 shares of IDT common stock and $7.25 of cash for each share of ICS stock. Based on closing prices as of June 15, 2005, this total consideration values ICS at approximately $1.7 billion or $23.54 per share.
"IDT has established a solid reputation for developing vital semiconductor solutions targeting various communications infrastructure applications, including wireline, wireless and enterprise," said Greg Lang, IDT president and chief executive officer. "Likewise, ICS has excelled in providing timing technology to consumer, PC and DIMM customers. We believe that the merger will enable customers to benefit from a stronger company with a diverse product portfolio and enhanced resources. The merged company will have an outstanding base of technology, customers and talent to pursue growth opportunities in communications, computing, and consumer market segments. Combining our resources will allow us to pursue these opportunities more effectively than we could as separate entities."
"From a financial perspective, the transaction will be accretive to IDT's fiscal year 2007 earnings per share," Lang continued. "IDT's existing manufacturing infrastructure is an excellent fit to the products and roadmap of ICS; we believe that capturing related efficiencies will allow the combined company to increase its ability to deliver innovative solutions to its customers as well as value to its stockholders."
"Combining IDT with ICS will allow us to complement our strength in timing devices for consumer and computing customers with IDT's leadership in a wide range of communications products," said Hock Tan, president and chief executive officer of ICS. "IDT's track record of solutions support and its position and technology in the communications market, are a good complement to our timing and circuit expertise. I am confident that the merged company will deliver superior solutions to our customers and value for our stockholders than either company could independently."
About the Combined Company
Lang will serve as president and chief executive officer of the combined company and Tan will assume the role of chairman of the board of the combined company, with an executive role in the integration of ICS with IDT. The board of directors of the combined company will have nine members, with IDT designating five directors, including Lang, and ICS designating four directors, including Tan.
For the twelve months ending March 31, 2005, the combined company had revenues of approximately $645 million and generated $86 million in cash flow. The combined company will retain the IDT name and its stock will continue to trade on the NASDAQ national market under the ticker symbol "IDTI". The merged company will be headquartered in San Jose, Calif.
About the Transaction
Based on the most recent capitalization, current IDT stockholders will own approximately 54 percent and current ICS stockholders will own approximately 46 percent of the combined company. The transaction is subject to customary closing conditions, including shareholder and regulatory approvals, and is expected to be completed in the fall of 2005. IDT and ICS directors and executive officers have entered into voting agreements pursuant to which they have agreed to vote their shares in favor of the transaction.
Morgan Stanley is acting as financial advisor to IDT and Latham & Watkins LLP is acting as legal advisor to IDT with regard to the transaction. Lehman Brothers and Piper Jaffray acted as financial advisor to ICS and Kirkland & Ellis LLP is acting as legal advisor to ICS with regard to the transaction.
IDT is a global leader in semiconductor solutions for advanced network services. IDT serves communications equipment vendors by applying its advanced hardware, software and memory technologies to create flexible, highly integrated products that enhance the functionality and processing of network equipment. IDT accelerates innovation with products such as network search engines (NSEs), flow-control management (FCM) ICs and its commitment to and products for standards-based serial switching. The portfolio also comprises products optimized for communications applications, including telecom products, FIFOs, multi-ports, and timing solutions. In addition, the product mix includes high-performance digital logic and high-speed SRAMs to meet the requirements of leading communications companies.
ICS is a world leader in the design, development, and marketing of silicon timing devices for communications, networking, computing, and digital multimedia applications. The company is headquartered in Norristown, PA, with key facilities in San Jose, CA; Tempe, AZ; Worcester, MA; and Singapore. For more information, visit the company's web site at: http://www.icst.com.