This excerpt taken from the IDTI 8-K filed Jun 16, 2005.
$1.7 Billion Transaction Represents Opportunity to Grow Market, Improve Efficiencies
SANTA CLARA, Calif. and NORRISTOWN, Pa., June 15, 2005Integrated Device Technology, Inc. (IDT, NASDAQ: IDTI) and Integrated Circuit Systems, Inc. (ICS, NASDAQ: ICST) today announced the signing of a definitive agreement to combine the two companies in a strategic merger. The parties believe that the merger will allow the combined company to increase its ability to service the requirements of its customers and will provide a platform for growth within the communications, computing, and consumer markets.
Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, 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.
IDT has established a solid reputation for developing vital semiconductor solutions targeting various communications infrastructure applications, including wireline, wireless and enterprise, said Greg Lang, IDT president and chief executive officer. Likewise, ICS has excelled in providing timing technology to consumer, PC and DIMM customers. We believe that the merger will enable customers to benefit from a stronger company with a diverse product portfolio and enhanced resources. The merged company will have an outstanding base of technology, customers and talent to pursue growth opportunities in communications, computing, and consumer market segments. Combining our resources will allow us to pursue these opportunities more effectively than we could as separate entities.
From a financial perspective, the transaction will be accretive to IDTs fiscal year 2007 earnings per share, Lang continued. IDTs existing manufacturing infrastructure is an excellent fit to the products and roadmap of ICS; we believe that capturing related efficiencies will allow the combined company to increase its ability to deliver innovative solutions to its customers as well as value to its stockholders.
Combining IDT with ICS will allow us to complement our strength in timing devices for consumer and computing customers with IDTs leadership in a wide range of communications products, said Hock Tan, president and chief executive officer of ICS. IDTs track record of solutions support and its position and technology in the communications market, are a good complement to our timing and circuit expertise. I am confident that the merged company will deliver superior solutions to our customers and value for our stockholders than either company could independently.