NXP Semiconductors Completes Acquisition of Conexant's Set-top Box Operations

EINDHOVEN, The Netherlands—(BUSINESS WIRE)—August 11, 2008— Following the announcement of April 29 this year, NXP Semiconductors, the independent semiconductor company founded by Philips, today confirmed the completion of the acquisition of the Broadband Media Processing (BMP) business of Conexant Systems, Inc., (NASDAQ:CNXT).

With this transaction, the first for its Home Business Unit, NXPs existing set-top box (STB) and digital TV (DTV) operations will be combined with Conexants BMP business. NXPs Home business unit adds high-performance STB system solutions for satellite, cable and IP STB, expanding its existing portfolio in terrestrial STB, IP STB and DTV. This makes NXP a top three technology player in the Digital Video Systems market (DTV and STB) with a unique IP, technology and talent portfolio to show for. NXPs scale and infrastructure will further extend this technology leadership and reduce cost to create a powerful organization.

Christos Lagomichos, EVP and General Manager of NXPs Home Business Unit, said: Leadership and scale are vital to win, especially in a market that is consolidating. The combination of complementary digital TV expertise from two leading players gives NXP a market leading position and the R&D synergies required to be the first to bring innovative products to customers. Specifically, we aim to lead in the development of 45-nm based technology.

We have completed the acquisition quickly and will maintain this pace by showcasing the joint product portfolio for the first time at IBC 2008 in September, he added.

The global TV and STB market is at the start of a very exciting technological revolution and with the acquisition of the Broadband Media Processing group of Conexant, NXP will be a major contender in this market. With this deal, NXP offers its customers a unique technology proposition with strong DNA in STB and DTV, supporting our customers with professional people, IP, and a unique line-up of systems and components. In combination with the scale of the organization, it will enable NXP to bring innovations to market in a faster and more efficient way.

Under the terms of the deal, NXP will pay Conexant US$110 million in cash up front, and additional consideration of up to US$35 million based on achievement of certain revenue milestones over the period from closing through 2009.

About NXP Semiconductors

NXP is a leading semiconductor company founded by Philips more than 50 years ago. Headquartered in Europe, the company has 31,000 employees working in more than 20 countries and posted sales of USD 6.3 billion (including the Mobile & Personal business) in 2007. NXP creates semiconductors, system solutions and software that deliver better sensory experiences in TVs, set-top boxes, identification applications, mobile phones, cars and a wide range of other electronic devices. News from NXP is located at www.nxp.com.

Forward-looking Statements NXP

This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of NXP and certain plans and objectives of NXP with respect to these items. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.



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