Microsemi, a designer of analog and mixed signal integrated circuits and high reliability semiconductors, will acquire PowerDsine, headquartered in Israel. PowerDsine employs approximately 136 employees worldwide, which includes 94 engineers, and has facilities in California; and New York; and regional sales offices in China, India, Japan, Taiwan and the United Kingdom. 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.

PowerDsine, founded in 1994, develops integrated circuits, modules and systems that enable the implementation of Power over Ethernet in local area networks. The company developed the Power over Ethernet technology in 1998. PowerDsine announced recently financial results for the third quarter. The sales were $9.6 million, the net loss was $(0.6) million.

Net sales for Microsemi's third quarter, ended July 2006, were $100.2 million. Third quarter GAAP net income was $0.1 million. Microsemi will continue to support PowerDsine's product roadmaps for both the midspan and integrated product lines. After the transaction, Microsemi will have approximately 79 million fully diluted shares outstanding, with current Microsemi shareholders owning approximately 96% and current PowerDsine shareholders owning approximately 4% of the combined company's shares.