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© alphaspirit dreamstime.com Business | September 17, 2015

GSI: Thanks, but no thanks GigOptix

GSI Technology and its Board of Directors, have unanimously decided to reject GigOptix unsolicited proposal to acquire the company.
GSI Technology communicated its response to GigOptix in a letter from Arthur O. Whipple, its Lead Director, to Avi Katz, GigOptix's Chairman, Chief Executive Officer and President. The full text of Mr. Whipple's letter follows:

Dear Dr. Katz:
In your letter of June 4, 2015, you outlined a non-binding and conditional proposal to acquire all of the outstanding shares of GSI Technology, Inc. common stock for per share consideration of $6.50 per share, consisting of an unspecified combination of GigOptix common stock and cash (including GSI Technology's cash paid as a special dividend).

As you requested in your letter, representatives of our management and several members of our Board of Directors, along with our financial and legal advisors, held meetings with you and your advisors to provide you and your team with an opportunity to clarify your proposal, provide additional information regarding the financing commitment referred to in your letter and demonstrate why you believed that the proposed transaction was in the best interests of our stockholders. In connection with these discussions, we entered into a mutual nondisclosure agreement, although you did not request, and we did not provide GigOptix with, any non-public information regarding GSI Technology. At our most recent meeting on August 31, 2015, you substantially revised your proposal by, among other things, reducing the per share consideration to $5.04 per share, again consisting of a combination of GigOptix common stock and cash (primarily GSI Technology's cash).

After carefully and thoroughly reviewing your revised proposal, in consultation with its financial advisors, Robert W. Baird & Co. Incorporated, and its legal advisors, DLA Piper LLP (US), our Board has unanimously concluded that further pursuit of your unsolicited proposal would not be in the best interests of our stockholders. The Board believes that GSI Technology's prospects as a strong independent company are excellent and that our goal of continuing to build long-term stockholder value will be best served by remaining focused on the execution of our business plan.

Yours truly,
Arthur O. Whipple
Lead Director
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