NEWPORT BEACH, Calif., Feb. 7, 2011 — Conexant Systems, Inc. (NASDAQ: CNXT), a leading supplier of innovative semiconductor solutions for imaging, audio, embedded modem, and video surveillance applications, today announced that on January 18, 2011 it received an unsolicited, written proposal from a private equity firm, Golden Gate Private Equity, Inc., to acquire all of the outstanding shares of Conexant common stock at a price in the range of $2.35 to $2.45 per share in cash, subject to certain terms and conditions, including completion of due diligence (the “New Proposal”). As previously announced, Conexant entered into a definitive merger agreement on January 9, 2011 with Standard Microsystems Corporation (“SMSC”) and a wholly owned subsidiary of SMSC (the “SMSC Agreement”), pursuant to which Conexant stockholders would receive for each share of Conexant common stock $1.125 in cash and a fraction of a share of SMSC common stock equal to $1.125 divided by the volume weighted average price of SMSC common stock for the 20 trading days ending on the second trading day prior to closing, but in no event more than 0.04264 nor less than 0.03489 shares of SMSC common stock.
Conexant’s board of directors, in consultation with its financial and legal advisors, determined that the New Proposal would reasonably be expected to result in or lead to a “Superior Proposal” as such term is defined in the SMSC Agreement. Accordingly, Conexant’s board has authorized Conexant to furnish information to Golden Gate Private Equity, Inc. and enter into discussions with it regarding the New Proposal. There is no assurance that these discussions will lead to a Superior Proposal or that Conexant will reach agreement on the terms of an acquisition by Golden Gate Private Equity, Inc.
