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Electronics Production | October 24, 2006

Microsemi to Acquire PowerDsine

Microsemi Corporation today announced that it has entered into a definitive agreement to acquire PowerDsine Ltd.
With this acquisition, Microsemi, a designer and manufacturer of high performance analog mixed-signal solutions and high reliability semiconductor solutions, expands its portfolio of product offerings to include a broad range of Power over Ethernet ("PoE") solutions and further enhances its strong analog and mixed signal design capabilities.

Under the terms of the agreement, each PowerDsine shareholder will receive $8.25 per share in cash and 0.1498 shares of Microsemi common stock for each share of PowerDsine common stock. Based on closing stock prices on October 23, the total consideration values PowerDsine at $11.00 per share, an 18.5% premium to PowerDsine's last closing stock price, for a total consideration of $245 million on a fully-diluted basis, or $168 million net of cash acquired. Microsemi expects the transaction to be neutral to slightly dilutive to EPS for the first 12 months after closing and accretive thereafter.
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