NetLogic Microsystems to merge with RMI

JUNE 1, 2009 � Processor and telecom chip developer NetLogic Microsystems Inc. and RMI Corp., a provider of high-performance and low-power multi-core, multi-threaded processors, say they have entered into a definitive agreement to merge.

JUNE 1, 2009 � Processor and telecom chip developer NetLogic Microsystems Inc. (search Lightwave for NetLogic) and RMI Corp., a provider of high-performance and low-power multi-core, multi-threaded processors, say they have entered into a definitive agreement to merge.

NetLogic Microsystems will pay the stockholders of RMI a combination of cash and shares of NetLogic Microsystems' common stock at the closing date, and subject to the attainment of earn-out objectives applicable to the acquired business during the 12-month period following the closing date, may pay additional cash and shares to the RMI stockholders.

The estimated number of shares of common stock to be issued on the closing date is between 5.1 million shares to 6.5 million shares of NetLogic Microsystems common stock to the preferred shareholders of RMI, and at the closing price of $32.72 on May 29, 2009, the aggregate value of the shares that would be issued on the closing date would be approximately $175.4 million. Fifty percent of the shares payable upon closing will be subject to a six-month lockup and the other 50% will be subject to a 12-month lockup from the closing date.

RMI's products include the XLP, XLR, and XLS multi-core, multi-threaded processors for converged IP networks. RIM says its devices have been successfully designed into 3G/4G mobile wireless infrastructure systems, high-performance switches and routers, security appliances, and storage appliances at Tier 1 OEMs worldwide. RMI also offers a family of low-power processors for enterprise, industrial, and media-rich applications.

The company says that its customers include Alcatel-Lucent, Aruba Networks, Check Point Technologies, Cisco Systems, Datang Mobile, Dell, Fujitsu, H3C Technologies, Hewlett-Packard, Huawei Technologies, Huawei-Symantec Technologies, IBM, Juniper Networks, LG, McAfee, Motorola, NEC, Samsung, Sun Microsystems, and ZTE.

NetLogic Microsystems says it expects the merger will enable it to further expand into the high-performance processing segment. RMI's processors will complement NetLogic Microsystems' existing portfolio of knowledge-based processors, content processors, network search engines, and 10-100 Gigabit Ethernet PHY products, the company asserts. By expanding upon the IP and product portfolio, the merger will strengthen and expand NetLogic Microsystems' Tier 1 OEM customer base as well as to diversify its end market penetration, the company adds.

"We are excited by the opportunities presented by this merger because of the remarkable synergies in our technologies, markets, customers, geographic locations and company cultures," said Ron Jankov, president and CEO of NetLogic Microsystems. "Further, we believe that our two companies' individual strengths can be successfully leveraged into tremendous growth potential for the combined entity."

"We are extremely excited to be part of NetLogic Microsystems, which will bring together best-in-class product teams, technology, solutions and support to our customers to provide us with the scale and scope to further accelerate our investments in high-performance, low-power processor technologies," said Behrooz Abdi, president and CEO of RMI. "We believe the merger will allow us to increase our investments in next-generation products."

The amount of cash and shares for the consideration paid upon closing and for the earn out, if any, will both be determined based on the average closing price of NetLogic Microsystems stock for the 20-trading day period in which the last day will be the third trading day prior to the closing, subject to an agreed-upon collar.

Based on the closing price of NetLogic Microsystems common stock on May 29, 2009 of $32.72, the estimated amount of cash to be paid on the closing date is $8.0 million. Additionally, if the maximum earn out is achieved, the range of additional NetLogic Microsystems common shares to be issued would be between 1.6 million to 2.5 million shares, and, at the $32.72 per share closing price of NetLogic Microsystems common stock on May 29, 2009 the estimated additional amount of cash to be paid at full achievement of the earn out would be $6.5 million.

The transaction has been approved by the board of directors of each company, and the holders of a majority of RMI's shares have consented to the transaction, as well. The closing of the transaction remains subject to closing conditions, including the approval by the stockholders of NetLogic Microsystems of the issuance of the shares of common stock to be issued in the transaction and required regulatory filings and reviews. NetLogic Microsystems expects the transaction to close by the end of the third quarter of 2009.

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