Integrated Device Technology, Inc. and Tundra Semiconductor Corporation sign definitive acquisition agreement

    Transaction to Provide Mutual Customers with Broader Product Portfolio
    and Strengthened Roadmap for Innovation

    SAN JOSE, CA, and OTTAWA, April 30 /CNW Telbec/ - IDT(R) (Integrated
Device Technology, Inc.; NASDAQ:   IDTI), a leading provider of essential mixed
signal semiconductor solutions that enrich the digital media experience, and
Tundra (Tundra Semiconductor Corporation; TSX: TUN), a leader in system
interconnect, today announced the two companies have entered into a definitive
acquisition agreement (the "IDT/Tundra Acquisition Agreement") pursuant to
which IDT will acquire Tundra for CDN$6.25 per share, for an aggregate
purchase price of approximately CDN$120.8 million.
    "IDT is excited about the proposed acquisition of Tundra. We look forward
to better serving our customers by utilizing the Tundra core strengths in
serial switching and bridging using PCI Express(R), Rapid IO(R) and VME, with
the existing IDT mixed signal product portfolio," said Dr. Ted Tewksbury,
president and CEO at IDT. "We believe the result of this transaction will
provide our customers with a broader product offering as well as improved
service, support and future roadmap of serial connectivity innovations. This
transaction reflects our commitment to extending our technology leadership in
the communications end market, which is particularly critical in the current
challenging economic environment."
    "Tundra is excited to bring this opportunity to shareholders and
customers," said Daniel Hoste, President and Chief Executive Officer of
Tundra. "We believe that the combined technology innovation capability of the
two companies will allow our customers better service, products, and support
with their increasingly complex communications solutions."

    About the Transaction

    Under the terms of the IDT/Tundra Acquisition Agreement, which is to be
completed as a statutory plan of arrangement under the Canada Business
Corporations Act, Tundra shareholders will receive cash in the amount of
CDN$6.25 per Tundra share. IDT will finance the transaction with cash on hand.
All outstanding "out of the money" options of Tundra will be assumed by IDT in
the transaction; all "in the money" options and RSUs of Tundra will be cash
settled on the transaction closing date. The transaction must be approved by
two-thirds of the votes cast by Tundra shareholders at a special meeting
expected to be held in June, 2009, and is subject to, Canadian court approval
as well as customary closing conditions. In the event that the transaction
does not close, in certain circumstances Tundra has agreed to pay IDT a
termination fee of CDN$5.4 million in accordance with the IDT/Tundra
Acquisition Agreement. Tundra has received an opinion from its financial
advisors that the transaction is fair from a financial perspective to its
shareholders. The transaction was unanimously approved by the board of
directors of each company (subject to the abstention of Mr. Shlapak who is a
member of the board of directors of both Tundra and Gennum Corporation).
Subject to certain exceptions, executive officers and directors of Tundra have
agreed to vote their outstanding Tundra shares in favor of the transaction.
The transaction is expected to be completed late in the second quarter or
early in the third quarter of 2009. Upon completion of the transaction, the
Tundra shares will be de-listed from the Toronto Stock Exchange.
    Tundra announced earlier today that Gennum (Gennum Corporation; TSX: GDN)
notified Tundra that it would not exercise its right under the amended
arrangement agreement between Tundra and Gennum (the "Gennum Agreement") to
match the IDT offer. As a result, Tundra has paid the CDN $5.0 million
termination fee to Gennum and has terminated the Gennum Agreement in
accordance with its terms. The special meeting of Tundra shareholders to
consider the Gennum transaction that was scheduled for May 8, 2009 has been
    Barclays Capital, Inc. acted as financial advisors and Latham & Watkins
LLP and McCarthy Tétrault LLP acted as legal counsel to IDT. Citigroup Global
Markets Inc. acted as financial advisor and Osler, Hoskin & Harcourt LLP acted
as legal counsel to Tundra.

    About IDT

    With the goal of continuously improving the digital media experience, IDT
integrates its fundamental semiconductor heritage with essential innovation,
developing and delivering low-power, mixed signal solutions that solve
customer problems. Headquartered in San Jose, Calif., IDT has design,
manufacturing and sales facilities throughout the world. IDT stock is traded
on the NASDAQ Global Select Stock Market(R) under the symbol "IDTI."
Additional information about IDT is accessible at

    About Tundra

    Tundra Semiconductor Corporation (TSX:TUN) supplies the world's leading
communications, computing and storage companies with System Interconnect
products, intellectual property (IP) and design services backed by world-class
customer service and technical support. Tundra's track record of product
leadership includes over a decade of bridges and switches enabling key
industry standards: RapidIO(R), PCI, PCI-X, PCI Express(R), Power
Architecture(TM), VME, HyperTransport(TM), Interlaken, and SPI4.2. Tundra's
products deliver high functional quality and simplified board design and
layout, with specific focus on system level signal integrity. Tundra's design
services division, Silicon Logic Engineering, Inc., offers industry-leading
ASIC and FPGA design services, semiconductor intellectual property and product
development consulting. Tundra's technology connects critical components in
high performance embedded systems around the world. For more information,
please visit

    Forward Looking Statements

    This document includes forward-looking statements. These statements can
be identified by the words, "believes," "views," "expects," "projects,"
"hopes," "could," "will," "intends," "should," "estimate," "would," "may,"
"anticipates," "plans," "proposes" and other similar words. These
forward-looking statements are subject to a number of risks and uncertainties
that may cause actual results to differ materially from those contained in the
forward-looking information, and are based on current expectations, estimates,
forecasts and projections. The following factors, among others, could cause
actual results to differ materially from those described in the
forward-looking statements: (1) failure to obtain the approval of Tundra
shareholders or the court of the plan of arrangement; (2) actions that may be
taken by the competitors, customers and suppliers of IDT or Tundra that may
cause the transaction to be delayed or not completed; (3) the possibility that
the revenues, cost savings, growth prospects and any or other synergies
expected from the proposed transaction may not be fully realized or may take
longer to realize than expected; (4) the challenges and costs of closing,
integrating, restructuring and achieving anticipated synergies; (5) the
possibility that the transaction may not be accretive to IDT as expected; (6)
the ability to retain key employees and customers; and (7) other economic,
business, competitive, and/or regulatory factors affecting the businesses of
IDT and Tundra generally, as well as those of the combined companies,
including (a) those set forth in the section entitled "Risk Factors" in the
Management Information Circular to be mailed to Tundra shareholders in
connection with the proposed transaction, (b) those set forth in filings of
IDT, especially in the "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" sections of its
annual reports on Form 10-K and quarterly reports on Form 10-Q, its current
reports on Form 8-K and other SEC filings (available online at
and (c) the other factors described in Tundra's annual information form for
its year ended April 30, 2008, and its recent annual and quarterly financial
reports (available online at These forward-looking statements
speak only as of the date hereof. We assume no obligation to publicly release
the results of any revisions or updates to these forward-looking statements
that may be made to reflect events or circumstances after the date hereof, or
to reflect the occurrence of unanticipated events, except as required by law.

    Additional Information and Where You Can Find It

    This material is not a substitute for the Management Information Circular
that Tundra intends to file with the Canadian securities regulatory
authorities or any other documents which IDT or Tundra may file or distribute
in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS
holders may obtain any documents pertaining to the proposed transaction filed
by IDT at the SEC's website ( and filed by Tundra with SEDAR at
    This announcement is for information purposes only and does not
constitute or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security.

    IDT and the IDT logo are trademarks or registered trademarks of
Integrated Device Technology, Inc. All other brands, product names and marks
are or may be trademarks or registered trademarks used to identify products or
services of their respective owners.

    Tundra and the Tundra logo are registered marks of Tundra Semiconductor
Corporation in Canada, the United States, the European Union and the People's
Republic of China. RapidIO is a trademark of the RapidIO Trade Association,
Inc. The PowerPC name, the Power Architecture name, and the PowerPC logotype
are trademarks of International Business Machines Corporation, used under
license therefrom. Other registered and unregistered trademarks are the
property of their respective owners.

For further information:

For further information: IDT Financial Contact: Mike Knapp, IDT Investor
Relations, (408) 284-6515,; IDT Press Contact: Carolyn
Robinson, IDT Worldwide Marketing, (408) 284-8200,;
Tundra Financial Contact: David Long, Chief Financial Officer, (613) 592-0174,; Tundra Press Contact: Keri Zeran, Director, Marketing
Communications, (613) 697-6788,

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