IDT To Acquire Quality Semiconductor
biz.yahoo.com
Monday November 2, 7:01 am Eastern Time
Company Press Release
IDT To Acquire Quality Semiconductor
Merger Enhances Industry-Leading, High-Performance Logic Offerings
with Strong Portfolio of Phase Lock Loops, Bus Switches, FCT Logic and Networking Products
SANTA CLARA, Calif.--(BUSINESS WIRE)--Nov. 2, 1998-- IDT (Nasdaq: IDTI - news) and Quality Semiconductor
(QSI) (Nasdaq: QUAL - news) today announced the signing of a definitive agreement for QSI, a provider of high-performance
logic and networking semiconductor products, to merge with IDT.
Under the terms of the agreement, each issued and outstanding share of QSI will be exchanged for 0.6875 shares of IDT's
common stock. The merger, which is planned to close during the fourth quarter of IDT's fiscal 1999, is expected to be
accounted for as a pooling of interests. Looking forward to fiscal 2000, excluding transaction-related costs and potential costs
to combine manufacturing operations, the transaction is expected to benefit operating results.
''This is an excellent opportunity for IDT to enhance its product offerings and grow revenue while keeping costs well in-hand,''
said Len Perham, IDT's president and chief executive officer. ''The strategic acquisition of Quality Semiconductor will provide
value for our customers, our employees and the shareholders of both companies. QSI will be an excellent addition to the IDT
family.''
''We are pleased to add our strong product portfolio and design expertise to IDT's high-performance logic and networking
product families,'' said R. Paul Gupta, QSI's president and CEO. ''For QSI, the benefits of this agreement include a broader
market for our products, access to IDT's large, worldwide selling organization, and the breadth of additional IDT solutions for
the QSI customer. In addition, the QSI board felt that the terms of the transaction were attractive to and in the best interest of
QSI's shareholders.''
IDT is a leader in the high-performance logic market, with market share second only to Texas Instruments. The addition of
QSI's portfolio of QuickSwitch(R) devices, clock management devices and 5- and 3.3-volt logic add particular strength to
IDT's line-up of high-performance logic, further solidifying the company as a major player for a wide range of logic products.
''Quality's products complement our own portfolio nicely, both in providing enhanced families of clock management and bus
switch devices as well as providing several unique FCT and LCX parts,'' said Stefan Braken-Guelke, IDT's vice president of
logic products. ''Through the combined line-up of product offerings and several new product efforts we have underway, we
are positioned extremely well to serve our customers in this growing market.''
About Quality Semiconductor
Quality Semiconductor, Inc. (QSI) designs, develops and markets high-performance logic and networking semiconductor
products. The Company targets systems manufacturers principally in the networking, personal computer and workstation
markets. The Company's logic products include the 3.3-volt and 5-volt QSFCT families of high-speed, low-noise interface
logic devices; the QuickSwitch family of high-speed, low-resistance bus switches; a family of low-skew clock management
products; a family of analog switch devices, JTAG devices, and advanced ICs for Fast Ethernet networking applications.
QSI is headquartered in Santa Clara, Calif. and employs 200 people worldwide with manufacturing and product design
facilities located in Sydney, Australia. Information about QSI can be found on the Company's Web site at
www.qualitysemi.com.
About IDT
IDT enables a digitally connected world by providing innovative semiconductor solutions to leading-edge system designers in
communications and computing. IDT's broad product mix consists of communications memories, networking devices, both
RISC and x86 microprocessors, high-speed SRAMs and high-performance logic. The Company's innovative technologies and
products take aim at markets expected to exceed a total of $20 billion in 1998.
Headquartered in Santa Clara, Calif., the Company employs approximately 4,800 people worldwide and has manufacturing
facilities in California, Oregon, the Philippines and Malaysia. IDT stock is traded on the Nasdaq stock market under the symbol
''IDTI.'' Additional information about IDT is easily accessible through the World Wide Web (www.idt.com), CD ROM by
calling 800/345-7015, or via fax-on-demand at 800/9-IDT-FAX. The investor hotline is 408/654-6420.
Forward-looking statements in this release, including statements related to the impact of the transaction on operating results, the
product and operational benefits of the merger, the integration efficiencies to be realized following the merger, and the
accounting treatment for the transaction, involve a number of risks and uncertainties including, but not limited to, disruption in
distribution channels, competition, product demand, employee relations, ability to obtain required consents to assignment of
certain contracts, patent and other intellectual property rights of third parties, timely development and supply of new products
and manufacturing processes, availability of capital, cash flow, the challenges involved with integrating the two companies, and
other risk factors detailed in the Company's Securities and Exchange Commission Filings. Actual results may differ materially
from the Company's projections.
QuickSwitch is a registered trademark of Quality Semiconductor, Inc.
Contact:
IDT Inc.
IDT Financial Contact:
Michael Tierney, 408/654-6766
michael.tierney@idt.com
or
IDT Press Contacts:
Julie Cline, 408/654-6464
cline@idt.com
or
Tsantes and Associates
Anna Leonard, 408/369-1500
anna@tsantes.com
or
QSI Financial Contact:
Stephen H. Vonderach, 408/450-8000
stephen_vonderach@qualitysemi.com
or
QSI Press Contact:
Morgen-Walke Associates Inc.
Jim Byers or Carol Bass or Paul Sloan, 415/296-7383 |
