Microsemi Completes Acquisition of Israel's PowerDsine

Founders Igal Rotem and Ilan Atias to get $11.5 million for their shares

Microsemi Corporation (Nasdaq:MSCC) announced today that it has finalized its acquisition of the Israeli power-over-phone lines company PowerDsine (Nasdaq:PDSN) for stock and cash. Each PowerDsine shareholder will receive $8.25 cash per share and 0.1498 Microsemi shares.

The deal values PowerDsine at $11 per share, which is 50 cents below the share price at which it went public on Nasdaq in mid-2004.

PowerDsine is the fourth Israeli publicly-traded company to be sold in 2006, after Lipman Electronic Engineering, Mercury Interactive, and Msystems.

The company had been founded in 1994 by Igal Rotem and Ilan Atias, who have served as its CEO and president respectively from the company's establishment to date.

Rotem owns 2.9% of its shares and will therefore receive $6.5 million. Atias owns 2.3% and will get $5 million. The chairman, Kenneth Levy, owns 1.1% and will wind up with $2.5 million.

The company's major shareholders are General Atlantic Partners with 23.7%, Federated Investments (8.9%) and Integral Capital Partners (5%), which will be receiving $52.6 million, $19.8 million and $11 million respectively.

Microsemi makes analog mixed-signal solutions and semiconductor solutions. The acquisition brings it PowerDsine's Power over Ethernet capacities.

PowerDsine designs, develops and supplies integrated circuits, modules and systems to transfer Power-over-Ethernet in local area networks.

"PowerDsine is a pioneer and recognized leader in PoE products for a wide range of rapidly growing applications," said James J. Peterson, Microsemi's President and CEO, in a statement. "In addition, we believe adding PowerDsine's experienced team of analog and mixed signal design engineers will yield excellent results for Microsemi - both in the PoE market and across a number of important commercial analog and mixed signal markets we serve today."