IDT And ICS Merge

Integrated Device Technology and Integrated Circuit Systems have signed an agreement to combine the two companies. The parties believe that the merger will allow the merged 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 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.