Broadcom to Acquire NetLogic Microsystems

IRVINE and SANTA CLARA, CA - September 12, 2011 – Broadcom Corporation (Nasdaq: BRCM), a global innovation leader in semiconductor solutions for wired and wireless communications, and NetLogic Microsystems, Inc. (Nasdaq: NETL), a leader in high performance intelligent semiconductor solutions for next generation networks, today announced they have entered into a definitive merger agreement. Under the agreement, NetLogic Microsystems shareholders will receive $50 per share in a transaction of approximately $3.7 billion, net of cash assumed.

The acquisition meaningfully extends Broadcom’s infrastructure portfolio with a number of critical new product lines and technologies, including knowledge-based processors, multi-core embedded processors, and digital front-end processors, each of which offers industry-leading performance and capabilities. The combination enables Broadcom to deliver best-in-class, seamlessly-integrated network infrastructure platforms to its customers, reducing both their time-to-market and their development costs.

The transaction has been approved by the Broadcom and NetLogic Microsystems boards of directors and is subject to customary closing conditions, including the receipt of domestic and foreign regulatory clearances and the approval of NetLogic Microsystems’ stockholders. The transaction is expected to close in the first half of 2012. Broadcom currently expects the acquisition to be accretive to earnings per share by approximately $0.10 on a non-GAAP basis in 2012.

“This transaction delivers on all fronts for Broadcom’s shareholders - strategic fit, leading-edge technology and significant financial upside,” said Scott McGregor, Broadcom’s President and CEO. “With NetLogic Microsystems, Broadcom is acquiring a leading multi-core embedded processor solution, market leading knowledge-based processors, and unique digital front-end technology for wireless base stations that are key enablers for the next generation infrastructure build-out. Broadcom is now better positioned to meet growing customer demand for integrated, end-to-end communications and processing platforms for network infrastructure.”

Mr. McGregor added, “Today’s transaction is consistent with Broadcom’s strategic portfolio review process and with our focus on value creation through disciplined capital allocation while delivering best-in-class platforms for customers in the fastest growing segments of the communications industry.”

“This is a strong win for customers, for shareholders and for NetLogic Microsystems employees,” said Ron Jankov, NetLogic Microsystems President and CEO. “Our industry-leading product portfolio will benefit from access to Broadcom’s broad set of leading-edge technologies, tools, resources and eco-system, which will enable the combined company to offer a complete and integrated platform for our customers’ next generation designs. Our employees will benefit from the strong cultural alignment with Broadcom, and from joining forces with an equally aggressive and energetic organization with the same relentless focus on engineering excellence and innovation.”

Broadcom today also reiterated its business outlook for the third quarter of 2011. Broadcom expects revenue around the middle of the previously-guided range of $1.9 billion and $2.0 billion, GAAP product gross margins of flat to up slightly and GAAP research & development and selling, general and administrative expenses of flat to down $10 million in the third quarter of 2011. By the end of the third quarter, Broadcom also expects to have approximately $4.2 billion in cash and cash equivalents on hand, up from approximately $3.8 billion at the end of the second quarter.

Netlogic Microsystems 10Q

Customer revenue concentration for the six months ended June 30, 2009:

• Cisco and its contract manufacturers: 33%
• Alcatel Lucent 16%
• Huawei 9%

Bridge loan to RMI: "In connection with our merger agreement dated May 31, 2009 with RMI Corporation (“RMI”), we provided a bridge loan of $15 million to RMI. Additionally, the merger agreement requires us to pay the merger consideration due to holders of RMI common stock in cash. In addition to an initial merger consideration which is payable at closing, the earn-out portion of the merger consideration, which will payable upon the achievement of revenue targets for a twelve month period following closing, is dependent in part on the average closing price of our common stock as defined in the agreement. We expect to complete the acquisition of RMI during the quarter ended September 30, 2009."

Integrated Device Technology 8K - Sale of Network Search Engine business to NetLogic Microsystems completed

On July 17, 2009, Integrated Device Technology, Inc. (“IDT” or the “Company”) completed the sale of certain assets related to its network search engine business (the “NWD Assets”) to NetLogic Microsystems, Inc. (“NetLogic” and together with IDT, the “Parties”), pursuant to an Asset Purchase Agreement by and between the Company and NetLogic dated April 30, 2009 (the “Agreement”). Upon closing of the transaction, NetLogic paid the Company $100 million in cash consideration, which included inventory valued at approximately $10 million (subject to adjustment) and assumed specified liabilities related to these assets. The Company’s NWD Assets are part of the Communication reportable segment.

Upon closing of the transaction, the Parties entered into an Intellectual Property Cross-License Agreement (the “Cross-License Agreement”) pursuant to which IDT granted to NetLogic and certain of its affiliates a license to use certain of IDT’s retained technology assets in connection with the NWD Assets in certain fields of use. In addition, NetLogic and its affiliates granted back to IDT and its affiliates a license to use certain of the technology assets included in the NWD Assets in certain fields of use. The licenses granted in the Cross-License Agreement are royalty-free and irrevocable.

In connection with the closing of the transaction, IDT entered into a noncompetition agreement with NetLogic related to the NWD Assets for a term of three years, subject to certain exceptions. In addition, the Company will provide certain transitional services and supplies to NetLogic for a limited time following the closing of the sale. Additional details regarding the transaction are provided in the related Current Report on Form 8-K previously filed by the Company on April 30, 2009 and Current Report on Form 8-K previously filed by the Company on May 6, 2009.

NetLogic Microsystems to Merge with RMI Corporation

MOUNTAIN VIEW, Calif. & CUPERTINO, Calif.--(BUSINESS WIRE)--NetLogic Microsystems, Inc. [NASDAQ:NETL], a leader in the design and development of knowledge-based processors and high-speed integrated circuits, and RMI Corporation, a leading provider of high-performance and low-power multi-core, multi-threaded processors, today announced that they have entered into a definitive agreement to merge. Under the terms of the agreement, NetLogic Microsystems will pay the stockholders of RMI Corporation a combination of cash and shares of NetLogic Microsystems’ common stock at the closing date, and subject to the attainment of earn- out objectives applicable to the acquired business during the 12-month period following the closing date, may pay additional cash and shares to the RMI stockholders. The amount of cash and shares for the consideration paid upon closing and for the earnout, if any, will both be determined based on the average closing price of NetLogic Microsystems stock for the 20-trading day period in which the last day will be the third trading day prior to the closing, subject to an agreed-upon collar. The estimated number of shares of common stock to be issued on the closing date is between 5.1 million shares to 6.5 million shares of NetLogic Microsystems common stock to the preferred shareholders of RMI Corporation, and at the closing price of $32.72 on May 29, 2009, the aggregate value of the shares that would be issued on the closing date would be approximately $175.4 million. Fifty percent of the shares payable upon closing will be subject to a six-month lockup and the other fifty percent will be subject to a twelve-month lockup from the closing date. Based on the closing price of NetLogic Microsystems common stock on May 29, 2009 of $32.72, the estimated amount of cash to be paid on the closing date is $8.0 million. Additionally, if the maximum earnout is achieved, the range of additional NetLogic Microsystems common shares to be issued would be between 1.6 million to 2.5 million shares, and, at the $32.72 per share closing price of NetLogic Microsystems common stock on May 29, 2009 the estimated additional amount of cash to be paid at full achievement of the earnout would be $6.5 million. A portion of the consideration payable to the stockholders of RMI will be placed into escrow pursuant to the terms of the definitive agreement. NetLogic Microsystems will also grant common stock, restricted stock units and stock options to employees of RMI who join NetLogic Microsystems following the close of the merger. The estimated amount of common stock and restricted stock units is between 1.1 million and 1.5 million shares as well as between 1.5 million and 2.0 million shares of employee stock options. NetLogic Microsystems will not be assuming any current RMI Corporation employee’s stock options or shareholder warrants. The transaction has been approved by the board of directors of each company, and the holders of a majority of RMI Corporation’s shares have consented to the transaction, as well. The closing of the transaction remains subject to closing conditions, including the approval by the stockholders of NetLogic Microsystems of the issuance of the shares of common stock to be issued in the transaction and required regulatory filings and reviews. NetLogic Microsystems expects the transaction to close by the end of the third quarter of 2009.

IDT Divests Network Search Engine Assets

SAN JOSE, Calif.--(BUSINESS WIRE)--IDT® (Integrated Device Technology, Inc.) (NASDAQ:IDTI), a leading provider of essential mixed signal semiconductor solutions that enrich the digital media experience, today announced it has signed a definitive agreement to divest its network search engine business to NetLogic Microsystems, Inc (NASDAQ: NETL). The purchase consideration consists of approximately US$100 million less the cost of inventory, estimated at $10 million on hand, on the closing date. At closing, NetLogic Microsystems, at its option, may pay the entire purchase price in cash or pay approximately $70 million less the cost of inventory in cash and issue to IDT a $30 million secured promissory note payable in two equal installments on the first and second anniversaries of the closing date. The IDT Board of Directors has unanimously approved of the divestiture and signing of a definitive agreement. IDT expects this transaction to close prior to the end of the calendar third quarter of 2009.

Netlogic Microsystems 10K

Customer concentration: "In 2008, 2007 and 2006, Cisco, including its contract manufacturers, accounted for 38%, 50% and 61% of our total revenue, respectively. Cisco accounted for a smaller portion of our total sales in 2008 as we increased our customer diversification. Notably, Alcatel-Lucent became a 12% customer, by revenue, in 2008. We expect to continue to further diversify our customer account base in 2009."

Wafer foundry: "Our principal wafer foundry is TSMC in Taiwan. We are actively involved with product development on next-generation processes, and are designing products on TSMC’s most advanced logic processes. The latest generation of our products employs up to eight layers of copper interconnect and 300 millimeter wafer sizes."

Assembly and test: "We currently rely on Amkor Technology, Inc., Advanced Semiconductor Engineering, Inc. in Taiwan, King Yuan Electronics Co., Ltd. in Taiwan, ISE Labs, Inc. and Viko Test Lab in the U.S. to assemble and test our products."

Patent foundation: "As of February 5, 2009, we held 246 issued U.S. patents and 12 issued foreign patents with expiration dates ranging from 2011 to 2027."

Employees: "As of December 31, 2008, we had 255 full-time employees worldwide, including 161 in research and development, 46 in operations, 27 in sales and marketing and 21 in general and administrative."