[October 14, 1999]

Intel To Acquire DSP Communications For Approximately $1.6 Billion In Cash

Intel Corporation and DSP Communications, Inc. announced the companies have entered into a definitive agreement under which Intel would acquire DSP Communications, Inc (DSPC) for $36 a share in an all-cash tender offer valued at approximately $1.6 billion.

DSPC is a leading supplier of solutions for digital cellular communications products. DSPC products enable new generations of feature-rich, compact, lightweight wireless handsets by providing a complete solution, including chipsets, reference design, software and other key technologies.

This acquisition is an important element of Intel's plan to become the leading building block supplier to the Internet. In recent years, cellular telephone adoption has exploded on a worldwide basis. Cellular voice and data applications are growing at a rapid pace and emerging cellular broadband data communications networks can enable new Internet applications. In addition, cellular communication is expected to be integrated into new types of Internet clients, such as handheld devices and mobile computers, which will include voice, data and Internet access.

"DSPC brings tremendous experience in cellular digital and voice technologies which, when combined with Intel's data and Internet expertise, will provide a more complete solution to the broad cellular market segment," said Craig Barrett, president and chief executive officer of Intel. "Cellular technology is emerging as a new high-speed method of connecting to the Internet and we believe over time will become increasingly important for connecting PCs to the Internet."

"Combining DSPC's cellular expertise with Intel's semiconductor and data capabilities will create a leading provider of cellular voice products, as well as establish voice and data solutions for the future," said Davidi Gilo, chairman and chief executive officer of DSPC. "The industry needs suppliers that can deliver solutions such as chipset, design and software to meet customers' cellular technology needs."

DSPC's cellular technology solutions allow cellular handset manufacturers to build better devices with superior performance, high integration and the smallest form factors while significantly reducing power consumption, time-to-market and overall system cost. DSPC provides expertise in digital cellular technologies for personal digital cellular (PDC), time division multiple access (TDMA), code division multiple access (CDMA) and third-generation (3G) standards.

Under the agreement, DSPC would become a wholly owned subsidiary of Intel reporting within Intel's Computing Enhancement Group. DSPC employees will continue as employees of the new subsidiary. The companies do not anticipate any immediate changes to their respective product lines and DSPC intends to continue delivering products to customers under existing agreements, as well as maintain its existing manufacturing relationships.

The agreement provides for a cash tender offer to acquire all of the outstanding shares of DSPC common stock at $36 per share, which will commence by Intel within five business days. The Board of Directors of DSPC has approved the definitive agreement and has recommended that DSPC stockholders tender their shares pursuant to the offer. Intel's obligations to accept shares tendered in the offer will be conditional upon the tender of a majority of outstanding DSPC shares on a fully-diluted basis, regulatory approvals and other customary conditions. The current and former chief executive officers of DSPC have agreed to tender their shares in the offer. It is expected that all shares not purchased in the tender offer will be converted into the right to receive $36 per share in a second-step merger following the tender offer.

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