Big Marriage For Semi Players

Semiconductor players Integrated Device Technology and Integrated Circuit Systems are merging in a deal valued at $1.7 billion in cash and stock.

The deal, announced Wednesday evening, is billed as a strategic merger that brings together two companies that specialize in timing devices for a variety of computing products. One goal of the marriage is to cut production costs.

Greg Lang, IDT president and chief executive officer, said IDT has established a solid reputation for developing vital semiconductor solutions targeting various communications infrastructure applications, including wireline, wireless and enterprise.

“Likewise, ICS has excelled in providing timing technology to consumer, PC and DIMM [Dual Line Memory Module] customers. We believe that the merger will enable customers to benefit from a stronger company with a diverse product portfolio and enhanced resources,” he said in a statement.

Under the terms of the merger, 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, the companies said.

Lang called IDT’s existing manufacturing infrastructure an excellent fit to the products and roadmap of ICS. The combined companies are expected to help complement their respective product lines in timing devices for consumer and computing customers, said Hock Tan, president and CEO of ICS.

Lang is slated to serve as president and CEO of the combined company. 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, according to the companies.

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. In addition, the new company will stick with the IDTI stock ticker, and will be headquartered in San Jose, Calif., where IDT is headquartered. ICS is based in Norristown, Penn.

For the 12 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.”

IDT specializes in semiconductor products for advanced network services and products such as network search engines (NSEs) and flow-control management (FCM). ICS makes products that include communications applications, memory devices such as FIFOs, multi-ports and timing systems. The product portfolio includes digital logic and high-speed SRAMs [static random access memory] integrated circuits as well.

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