Intersil to Acquire Techwell

Intersil Corporation (NASDAQ: ISIL) and Techwell, Inc. (NASDAQ: TWLL) announced today they have entered into a definitive agreement for Intersil to acquire Techwell through a cash tender offer at $18.50 per share. Net of Techwell's cash and equivalents, the transaction values Techwell at approximately $370 million.

Techwell, with over 200 employees in the U.S., China, Japan, South Korea and Taiwan, is a fabless semiconductor company that designs and sells mixed signal video solutions for the security surveillance and automotive infotainment markets. Techwell's products enable the conversion of analog video signals to digital form and perform advanced digital video processing to facilitate the display, storage and transport of video content. Major applications using Techwell products include industrial DVRs, networked video recorders, multiplexers, as well as automotive front consoles, rearview mirrors and rear seat LCD displays.

"Techwell's team and products will expand our leadership in two high-growth industrial markets," said Dave Bell, Intersil's President and Chief Executive Officer. "The addition of Techwell's mixed signal video products will help our customers build solutions that improve performance, reduce overall cost and shorten time-to-market. In addition, the acquisition will significantly increase our overall industrial business, which will become our largest end market at approximately 31% of revenue," continued Mr. Bell.

"We are very excited to join the Intersil family," said Hiro Kozato, Techwell's President and Chief Executive Officer. "This combination will help us deliver a much broader product offering in Techwell's end markets. Intersil's customer relationships will create numerous new opportunities for the combined company," said Mr. Kozato.

The acquisition is expected to be accretive to Intersil's 2010 earnings, excluding one-time costs and other acquisition-related charges.

Tender Offer and Closing
Under the terms of the agreement, Intersil will commence a cash tender offer to acquire Techwell's outstanding shares of common stock at $18.50 per share. Terms of the agreement were unanimously approved by Techwell's board of directors, and Techwell's board has recommended that Techwell shareholders tender their shares into the offer. Techwell's directors, entities affiliated with Technology Crossover Ventures, and certain executive officers of Techwell (in total representing approximately 23% of the outstanding shares) have already agreed to tender their shares into the offer.

Intersil expects to finance the acquisition by issuing debt; however, the transaction is not subject to a financing condition. Intersil has received a financing commitment of $390 million from Morgan Stanley Senior Funding, Inc. in connection with the acquisition. Morgan Stanley is acting as financial advisor to Intersil in connection with the acquisition, and Dechert LLP is acting as Intersil's legal counsel. Deutsche Bank Securities Inc. is acting as financial advisor to Techwell in connection with the acquisition, and Pillsbury, Winthrop, Shaw and Pittman is acting as Techwell's legal counsel.

The acquisition is expected to close during Intersil's second quarter and is subject to customary regulatory approvals and the satisfaction of other transaction conditions including the tender of at least 50% of Techwell's outstanding shares.

Intersil to Acquire Rock Semiconductor

MILPITAS, CA and SHANGHAI, CHINA--(Marketwire - December 15, 2009) - Intersil Corporation (NASDAQ: ISIL), a world leader in the design and manufacture of high-performance analog and mixed-signal semiconductors, today announced that it has signed a definitive agreement to acquire Rock Semiconductor, a privately-held, fabless semiconductor company with technology leadership in highly integrated power management ICs.
Rock Semiconductor provides high-performance analog and mixed-signal integrated circuits for wireless, audio, video and data communications solutions. Rock's products are primarily used in the consumer end market in applications such as cellular phones, personal navigation devices, portable multimedia players and other types of popular consumer electronics products.

"Rock Semiconductor's products are a perfect fit with Intersil's rapidly expanding portfolio of power management, audio and communications ICs," said Dave Bell, Intersil's CEO. "In addition, the acquisition of Rock will immediately give Intersil a greatly expanded presence in the burgeoning local Chinese market."

"We are delighted to join the Intersil team," said Ye Song, General Manager, Rock Semiconductor. "Having access to Intersil's global network of engineering, manufacturing and marketing resources will accelerate our time-to-market for new products and enable the combined companies to penetrate new markets even faster."

Rock has design centers in Shanghai and Wuhan, China. "Intersil is committed to expanding its business through both organic growth and strategic acquisitions," said Dave Bell. "Rock's team of highly experienced analog and mixed-signal design engineers will immediately increase our design capability and ability to serve hundreds of Chinese and global customers."

Intersil to acquire Quellan

MILPITAS, CA--(Marketwire - August 4, 2009) - Intersil Corporation (NASDAQ: ISIL), a world leader in the design and manufacture of high-performance analog and mixed signal semiconductors, today announced that it has signed a definitive agreement to acquire Quellan, Inc., a privately held leader in the design of high performance analog signal processing integrated circuits (ICs). Quellan's innovative Q:ACTIVE® technology delivers unmatched signal integrity for improved system throughput and density with dramatically reduced power consumption.

Quellan, a Santa Clara, California company founded in 2000, utilizes a proprietary Collaborative Signal Processing (CSP) architecture to apply adaptive noise cancellation and equalization within the analog domain. This unique approach enables Quellan's ICs to address signal loss, dispersion, skew and noise in high-speed signal processing applications. Quellan's Q:ACTIVE technology will provide improved performance, smaller footprint and lower power solutions for communications and networking infrastructure, high-performance computing, storage and consumer electronics applications.

The boards of directors of both companies have unanimously approved the merger. Intersil expects the acquisition will have an immaterial impact on revenue or earnings for the third quarter 2009 results.