Exar will acquire all of the outstanding shares of Hifn common stock pursuant to an exchange offer, followed by a second step merger. In the exchange offer, Hifn stockholders will be able to elect to receive either 0.3529 shares of Exar common stock and $1.60 in cash; or $4.00 in cash. Al Sisto, chief executive officer and chairman of the board of directors of Hifn, will join the board of directors of Exar Corporation.

With 14.74 outstanding Hifn shares and each $4.00 the transaction would be about $59 million. Exar solutions enables applications such as portable devices, home media gateways, communications systems, and industrial automation equipment. Hifn delivers OEM ingredients for storage and networking environments.

The net sales at Exar for fiscal year 2008 were $89.7 million The GAAP net loss for fiscal year 2008 was $195.9 million. The Hifn revenue of 2008 were $39.4 million and the GAAP net loss was $7.8 million.