Conexant agrees to be acquired by Golden Gate Capital

NEWPORT BEACH, Calif., Feb. 23, 2011 — Conexant Systems, Inc. (NASDAQ: CNXT), a leading supplier of innovative semiconductor solutions for imaging, audio, embedded modem, and video surveillance applications, today announced the signing of a definitive merger agreement with Gold Holdings, Inc., an affiliate of Golden Gate Capital, under which Gold Holdings, Inc. has agreed to purchase all of the outstanding shares of Conexant common stock at a price of $2.40 per share in cash. The transaction is expected to close in the second quarter of calendar 2011 subject to the satisfaction of regulatory requirements, approval by Conexant stockholders and other customary closing conditions.

Conexant also announced that it has terminated its previously announced agreement with Standard Microsystems Corporation (NASDAQ: SMSC) and paid to Standard Microsystems Corporation the $7.7 million termination fee provided for under that agreement.

About Conexant

Conexant’s portfolio of innovative semiconductor solutions includes products for imaging, audio, embedded modem, and video surveillance applications. Conexant is a fabless semiconductor company headquartered in Newport Beach, Calif. To learn more, please visit www.conexant.com.

Conexant receives 2nd buy-out bid

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.

SMSC to Acquire Conexant Systems, Inc.

Hauppauge, New York and Newport Beach, California – January 10, 2011 - SMSC (NASDAQ: SMSC), a leading semiconductor company providing Smart Mixed-Signal Connectivity™ solutions, and Conexant Systems, Inc. (NASDAQ: CNXT), a leading supplier of innovative semiconductor solutions for imaging, audio, embedded modem, and video surveillance applications, today announced the signing of a definitive agreement under which SMSC will purchase all of the outstanding shares of Conexant in a stock and cash transaction valued at approximately $284 million including the assumption of Conexant’s net debt. The transaction has been approved by the boards of directors of both companies.

Combined Company Highlights:

• Complementary connectivity product portfolios to target more expansive set of computing, consumer, industrial and automotive applications,
• Serves key customers with more complete product solutions,
• Creates a stronger analog/mixed-signal R&D team with over 900 engineers globally,
• Combined company has the scale and resources to enhance SMSC’s financial model with a combined trailing twelve month revenue of approximately $632 million,
• Anticipated annualized pre-tax cost synergies of $8 to $10 million by the end of SMSC’s fourth quarter of fiscal 2012,
• Acquisition expected to be accretive to non-GAAP gross margins, non-GAAP operating margins and non-GAAP earnings per share immediately upon closing.

The combination of Conexant’s imaging, audio, embedded modem and video products with SMSC’s broad connectivity solutions targeting the computing, consumer, industrial and automotive markets provides for a highly complementary merger of talent and technology. Headquartered in Newport Beach, California, Conexant has approximately 600 employees worldwide, including over 230 in Asia.

“We believe that combining the growth potential of Conexant and SMSC will allow us to leverage complementary technology and engineering resources to provide our customers with expanded solutions in connectivity and content,” said Christine King, President & Chief Executive Officer of SMSC. “We plan to focus our resources on the areas of highest return and believe that our respective sales and supply chain relationships will help create a platform to grow our businesses. We expect the acquisition will be accretive to non-GAAP EPS immediately upon close. In addition, we expect to capture significant operating efficiencies that will position us to increase earnings growth. SMSC’s larger scale should position us to increase our R&D productivity and drive profitability and shareholder value.”

“In our industry, size and scope provide a significant advantage with customers and suppliers," said Scott Mercer, Conexant's Chairman and Chief Executive Officer. "SMSC and Conexant share similar core competencies in analog and mixed-signal design, possess complementary product portfolios, and count many customers in common. By joining forces, we get the opportunity to take advantage of economies of scale and drive profitable growth. I am convinced that combining our companies will best serve the interests of Conexant stockholders, customers, and employees moving forward."

Sailesh Chittipeddi, currently President & Chief Operating Officer at Conexant, will join SMSC upon close of the acquisition as Executive Vice President, reporting to Christine King. Mr. Chittipeddi’s responsibilities will include all product lines and global marketing and engineering functions for SMSC. Mr. Chittipeddi joined Conexant in 2006. In his role as President & Chief Operating Officer, he had worldwide responsibility for engineering, operations, quality and marketing.

Under the terms of the agreement, for each share of Conexant that they own, Conexant stockholders will receive approximately $2.25 consisting of $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. The total cash consideration to be paid in the transaction is approximately $98 million and the total number of shares of SMSC common stock to be issued (including the assumption of outstanding Conexant restricted stock units) is approximately 2.9 to 3.6 million. The transaction is expected to close in the first half of calendar 2011 subject to the satisfaction of regulatory requirements, approval by Conexant shareholders and other customary closing conditions. SMSC expects to realize approximately $8 to $10 million in annualized pre-tax cost synergies by the end of SMSC’s fourth quarter of fiscal 2012 as a result of the consolidation of support functions and optimization of the supply chain across a larger base.

Ikanos Communications Completes Acquisition of Broadband Access Product Line From Conexant Systems, Inc.

FREMONT, CA--(Marketwire - August 24, 2009) - Ikanos Communications, Inc. (NASDAQ: IKAN), a leading provider of advanced broadband semiconductor and software products for the digital home, today announced that it has completed the acquisition of the Broadband Access product line from Conexant Systems, Inc.

Under the terms of the agreement, Ikanos purchased Conexant's Broadband Access product line for approximately $54 million in cash, excluding transaction costs, and the assumption of certain employee and facility related liabilities. Simultaneously, Ikanos received an investment of $42 million, excluding transaction-related expenses, from Tallwood Venture Capital, a leading investment firm focused on the semiconductor industry.

In addition, in accordance with the terms of the investment by Tallwood, George Pavlov, general partner of Tallwood Venture Capital, and Dado Banatao, managing partner and founder of Tallwood Venture Capital, have joined Ikanos' Board of Directors. Pavlov and Banatao will replace Gopal Venkatesh and Elizabeth Fetter who are stepping down from their seats on the board.

Craig Garen, former senior vice president and general manager of Conexant's Broadband Access, has joined the Company as Chief Operating Officer.

Conexant 10K/A

Valuation of Sigmatel ISG acqusition: "In July 2008, the Company acquired Imaging Systems Group (ISG), Sigmatel Inc.’s multi-function printer imaging product lines, for an aggregate purchase price of $16.1 million. Of the $16.1 million purchase price, $2.5 million was allocated to net tangible assets, $7.8 million was allocated to identifiable intangible assets, $5.0 million was allocated to goodwill and $0.8 million was expensed as in-process Research and Development......."