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Electronics Production | March 30, 2010

Intersil to acquire Techwell

Intersil will 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's team and products will expand our leadership in two high-growth industrial markets," said Dave Bell, Intersil's President and Chief Executive Officer.

"We are very excited to join the Intersil family. 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 Hiro Kozato, Techwell's President and Chief Executive Officer.

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.

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.

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.

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