Microsemi to Acquire Actel

Microsemi Corp. has entered into a definitive agreement to acquire Actel Corp. for $20.88 per share through a cash tender offer. The total transaction value is approximately $430 million, net of Actel’s projected cash balance at closing. Headquartered in Mountain View, California, Actel is a leading supplier of low-power, mixed-signal, and radiation-tolerant field programmable gate arrays (FPGAs) serving the military/aero, industrial, communication, and consumer markets. The company is the leader in the satellite and space markets as a result of its deep knowledge of radiation tolerance, space-level qualifications, and its long history of service excellence.

"We believe the addition of Actel will deliver compelling synergies to Microsemi," stated James J. Peterson, Microsemi President and Chief Executive Officer. "Actel will bring the most widely-used mixed-signal, radiation tolerant FPGA products in the Aerospace and Defense markets today, and the company’s products will allow Microsemi to extend its growing system-level capabilities. As Microsemi continues to move up the value chain in offering its customers system solutions that are better, faster, and more-cost effective than they can build themselves, Actel’s highly-integrated solutions will be an integral component in enabling this growth."

"The proposed acquisition of Actel by Microsemi will create a powerful combination," said John C. East, Actel President and Chief Executive Officer. "I can think of no company more complementary and better equipped to take Actel’s solutions to new heights."

Microsemi expects significant synergies from this immediately accretive transaction. Based on current assumptions, Microsemi expects the acquisition to be $0.22 to $0.28 accretive in its first full calendar year ending December 2011.

For the September quarter, net sales for Microsemi are expected to range from $146 to $150 million. As of this date, Microsemi remains comfortable with its previously announced non-GAAP diluted earnings per share guidance for its fourth Fiscal quarter 2010 of $0.33 to $0.35.

Microsemi

Actel

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