Federal Trade Commission Terminates HSR Waiting Period for IDT and ICS Merger
August 08 2005 - 8:00AM
Business Wire
Integrated Device Technology, Inc. ("IDT")(Nasdaq:IDTI) and
Integrated Circuit Systems, Inc. ("ICS")(Nasdaq:ICST) have been
notified by the Federal Trade Commission that the FTC has
terminated the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, relating to their pending
merger. The parties anticipate that the transaction will close in
the fall of calendar year 2005, subject to approval by IDT and ICS
stockholders and the satisfaction of other closing conditions.
About IDT IDT is a global leader in semiconductor solutions for
advanced network services. IDT serves communications equipment
vendors by applying its advanced hardware, software and memory
technologies to create flexible, highly integrated products that
enhance the functionality and processing of network equipment. IDT
accelerates innovation with products such as network search engines
(NSEs), flow-control management (FCM) ICs and its commitment to and
products for standards-based serial switching. The portfolio also
comprises products optimized for communications applications,
including telecom products, FIFOs, multi-ports, and timing
solutions. In addition, the product mix includes high-performance
digital logic and high-speed SRAMs to meet the requirements of
leading communications companies. About ICS ICS is a world leader
in the design, development, and marketing of silicon timing devices
for communications, networking, computing, and digital multimedia
applications. ICS is headquartered in Norristown, PA, with key
facilities in San Jose, CA; Tempe, AZ; Worcester, MA; and
Singapore. For more information, visit the company's web site at:
http://www.icst.com. Safe Harbor Statement This release contains,
in addition to statements of historical fact, certain
forward-looking statements. These forward-looking statements relate
to the proposed merger and the combined company and involve risk
and uncertainty. Actual results could differ from those currently
anticipated due to a number of factors, including those mentioned
in documents filed with the SEC by both IDT and ICS.
Forward-looking statements are based on information available to
management at the time, and they involve judgments and estimates.
There can be no assurance as to the timing of the closing of the
merger, or whether the merger will close at all, or that the
expected synergies and cost savings will be realized. Factors that
could cause results to differ from expectations include: the
failure of IDT and ICS stockholders to approve the transaction; the
risk that the businesses will not be integrated successfully; the
risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize
than expected; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or
suppliers; transaction costs; the level of market demand for the
products of the companies; competitive pressures; economic
conditions in the U.S. and other countries where the companies
operate; information technology spending; technological
obsolescence; industry competition; and other specific factors
discussed in IDT's and ICS's most recent Annual Reports on Form
10-K and IDT's and ICS's Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. IDT and ICS assume no responsibility to update
any forward-looking statements as a result of new information or
future developments. Additional Information And Where To Find It
IDT has filed a registration statement on Form S-4, and IDT and ICS
have filed a related joint proxy statement/prospectus, in
connection with the merger transaction involving IDT and ICS.
Investors and security holders are urged to read the registration
statement on Form S-4 and the related joint proxy/prospectus
because they contain important information about the proposed
merger. Investors and security holders may obtain free copies of
these documents and other documents filed with the SEC at the SEC's
web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the
Securities and Exchange Commission by IDT by contacting IDT
Investor Relations. Investors and security holders may obtain free
copies of the documents filed by ICS by contacting ICS Investor
Relations. IDT, ICS and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies from their respective stockholders with respect to the
proposed transaction. Information about the directors and executive
officers of IDT and their ownership of IDT shares is set forth in
the proxy statement for IDT's 2005 annual meeting of stockholders.
Information about the directors and executive officers of ICS and
their ownership of ICS stock is set forth in the proxy statement
for ICS's 2004 annual meeting of stockholders. Investors may obtain
additional information regarding the interests of such participants
by reading the joint proxy statement/prospectus. This communication
shall not constitute an offer to sell or the solicitation of an
offer to buy securities, nor shall there by any sale of securities
in any jurisdiction in which such solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
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