For Immediate
Release
Intersil to Acquire Techwell -- Adds Leadership Positions in
Two High-Growth Industrial Video Markets
- Establishes
Intersil as #1 Video IC Supplier in Security Surveillance Market
- Creates
Leadership Position in Automotive Infotainment Market
- Acquisition
Expected to be Accretive to 2010 EPS, excluding acquisition-related
charges
MILPITAS, CA
and SAN JOSE, CA, March 22, 2010 Intersil
Corporation (NASDAQ Global Select: ISIL) and Techwell, Inc. (NASDAQ Global Select: TWLL) announced today they have entered into a definitive
agreement for Intersil to 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, 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. Techwell's products enable the
conversion of analog video signals to digital form and perform advanced digital
video processing to facilitate the display, storage and transport of video
content. Major applications using
Techwell products include industrial DVRs, networked video recorders,
multiplexers, as well as automotive front consoles, rearview mirrors and rear
seat LCD displays.
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.
The addition of Techwell's mixed signal video products will help our
customers build solutions that improve performance, reduce overall cost and
shorten time-to-market. In addition, the acquisition will significantly
increase our overall industrial business, which will become our largest end
market at approximately 31% of revenue, continued Mr. Bell.
We are very excited to join the
Intersil family, said Hiro Kozato, Techwell's President and Chief Executive
Officer. 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 Mr. Kozato.
The acquisition is expected to be
accretive to Intersil's 2010 earnings, excluding one-time costs and other
acquisition-related charges.
Tender Offer and Closing
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. Morgan Stanley is acting as financial advisor to Intersil in
connection with the acquisition, and Dechert LLP is acting as Intersil's legal
counsel. Deutsche Bank Securities Inc.
is acting as financial advisor to Techwell in connection with the acquisition,
and Pillsbury, Winthrop, Shaw and Pittman is acting as Techwell's legal
counsel.
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.
Conference Call
Dave Bell, Intersil's President and
Chief Executive Officer, and Jonathan Kennedy, Senior Vice President and Chief
Financial Officer, will host a brief conference call at 8:00 a.m. Pacific Time
to discuss the details of the proposed acquisition.
Those wishing to participate in the conference call
please dial (800) 561-2813, and international participants please dial +1 (617)
614-3529, using the passcode 53602928 at approximately 7:50 a.m. Pacific
Time. Those wishing to listen to the
call may also do so via webcast on the company's Web site: http://www.intersil.com/investor.
A replay
of the call will be available for two weeks following the conference call on
the company Web site, or may be accessed by dialing (888) 286-8010,
international dial +1 (617) 801-6888, using the passcode 14786787.
About
Intersil
Intersil
Corporation
is a leader in the design and manufacture of high-performance analog and mixed
signal semiconductors. The Company's products address some of the industry's
fastest growing markets, such as flat panel displays, cell phones, notebooks
and other handheld systems. Intersil's product families address power
management functions and analog signal processing functions. Intersil products
include ICs for battery
management,
hot-plug controllers, linear regulators, power sequencers, supervisory ICs,
bridge drivers, PWM
controllers,
switching DC/DC regulators, Zilker Labs Digital Power ICs and power MOSFET
drivers; optical storage laser diode drivers; DSL line drivers; D2Audio products; video and high-performance operational
amplifiers;
high-speed
data converters; interface
ICs; analog switches and multiplexers;
crosspoint switches; voice-over-IP devices; and ICs for military, space and
radiation-hardened applications. For more information about Intersil or to find
out how to become a member of our winning team, visit the Company's web site
and career page at www.intersil.com.
About Techwell
Techwell
is a fabless semiconductor company that designs, markets and sells mixed signal
video semiconductor solutions for the security surveillance and automotive
infotainment markets. Headquartered in San Jose,
CA, Techwell currently has over 200 employees
in the U.S., China, Japan,
South Korea and Taiwan.
Please visit http://www.techwellinc.com for more information.
Securities Law
Disclosure and Additional Information
The tender
offer for the outstanding shares of common stock of Techwell, Inc. (Techwell)
has not yet commenced. No statement in this document is an offer to purchase or
a solicitation of an offer to sell securities. At the time the tender offer is
commenced, Intersil Corporation and an indirect wholly-owned subsidiary of
Intersil Corporation will file a tender offer statement on Schedule TO with the
Securities and Exchange Commission, and Techwell will file a
solicitation/recommendation statement on Schedule 14D-9 with respect to the
tender offer. Any offers to purchase or solicitations of offers to sell will be
made only pursuant to such tender offer statement. The tender offer statement
(including an offer to purchase, a related letter of transmittal and other
offer documents) and the related solicitation/recommendation statement will
contain important information, including the various terms of, and conditions
to, the tender offer, that should be read carefully by Techwell's stockholders
before they make any decision with respect to the tender offer. Such materials,
when prepared and ready for release, will be made available to Techwell's
stockholders at no expense to them. In addition, at such time such materials
(and all other offer documents filed with the SEC) will be available at no
charge on the SEC's Web site: www.sec.gov.
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