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Microsemi to Acquire PowerDsine Ltd.

IRVINE, California and HOD HASHARON, Israel October 24, 2006 - Microsemi Corporation ('Microsemi') (Nasdaq:MSCC) today announced that it has entered into a definitive agreement to acquire PowerDsine Ltd. ('PowerDsine') (Nasdaq:PDSN). With this acquisition, Microsemi, a world leader in the design and manufacture of high performance analog solutions and high reliability semiconductor solutions, expands its portfolio of product offerings to include a broad range of Power over Ethernet ('PoE') solutions and further enhances its strong analog and mixed signal design capabilities.

Under the terms of the agreement, each PowerDsine shareholder will receive $8.25 per share in cash and 0.1498 shares of Microsemi common stock for each share of PowerDsine common stock. Based on closing stock prices on October 23, the total consideration values PowerDsine at $11.00 per share, an 18.5% premium to PowerDsine's last closing stock price, for a total consideration of $245 million on a fully-diluted basis, or $168 million net of cash acquired. Microsemi expects the transaction to be neutral to slightly dilutive to EPS for the first 12 months after closing and accretive thereafter.

'PowerDsine is a recognized leader in its PoE product offerings for a wide range of rapidly growing applications,' said James J. Peterson, Microsemi's President and CEO. 'We believe the addition of PowerDsine's experienced team of analog and mixed signal design engineers will yield excellent results both in the PoE market and more broadly across a number of important commercial analog and mixed signal markets we serve today. We are also excited to develop Microsemi's presence in Israel to leverage the country's outstanding engineering talent base.'

The transaction complements Microsemi's analog mixed-signal product portfolio and bolsters the Company's presence in the communications market. PowerDsine has been a pioneer in the development of PoE, a technology that allows power to be transmitted over the same network cable as data, and is a leader in this fast-growing market. The number of PoE enabled switch ports is estimated to grow from approximately 28 million in 2005 to over 100 million by 2009. The growing demand for PoE capability has been driven by a range of networked applications including VoIP phones, WLAN access points and remote security cameras that increasingly rely upon power delivered over the network. Ethernet switch vendors look to PoE solutions from PowerDsine to integrate this complex power management and communications capability into their product offerings.

Microsemi will continue to support PowerDsine's product roadmaps for both the midspan and integrated product lines.

'We are very pleased to join Microsemi's team,' said Igal Rotem, CEO of PowerDsine. 'This business combination will result in a very powerful value proposition to customers, investors and employees. Microsemi shares PowerDsine's vision of providing customers with solutions that are designed from a system point of view. This integration will provide the combined resources and capabilities of both companies to further address and fulfill the needs of our customers.'

PowerDsine employs approximately 136 employees worldwide, which includes 94 engineers, and has facilities in Hod Hasharon, Israel; San Jose, California; and Melville, New York; and regional sales offices in China, India, Japan, Taiwan and the United Kingdom.

About the Transaction
The boards of directors of both companies have unanimously approved the definitive agreement. The transaction is subject to satisfaction of customary closing conditions that include Israeli court approval, regulatory approvals and the PowerDsine shareholders' approval, and is expected to close in the second quarter of Microsemi's fiscal year 2007. After the transaction, Microsemi will have approximately 79 million fully diluted shares outstanding, with current Microsemi shareholders owning approximately 96%<

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PowerDsine Ltd.

Company profile of PowerDsine Ltd. (Acquired by Microsemi Corp)
Past press releases of PowerDsine Ltd. (Acquired by Microsemi Corp).


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