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Conexant to be Acquired by Synaptics to Boost Technology Portfolio

June 14, 2017

FOR IMMEDIATE RELEASE

NEWPORT BEACH, CA—June 14, 2017—O’Melveny represented Conexant Systems, LLC, a leading provider of audio and voice technology solutions, in its definitive agreement to be acquired by Synaptics Incorporated for US$300 million in cash and 726,666 shares of Synaptics common stock in a cash-free, debt-free transaction. The transaction is expected to close in the third quarter of 2017, subject to customary closing conditions and regulatory clearances.

The O’Melveny team was led by partner Mark Peterson, counsel John Raney and Sarah Hoffner, and associates Mike Reynolds and Brennan Brodersen. Partners Chris Del Rosso, Bob Fisher, and Andy Dolak, and counsel Bob Nicksin also advised. 

About O’Melveny
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Contact:
Emily Lattal
O’Melveny & Myers LLP
212.326.2285
elattal@omm.com 

The following release was issued by Conexant: 

Conexant to be Acquired by Synaptics to Boost Technology Portfolio

Combining Cutting Edge Technologies and Engineering Talent to Accelerate Proliferation of Voice as a Human Interface to Machines Across Numerous Market Segments

IRVINE, Calif., June 12, 2017 /PRNewswire/ -- Conexant Systems, LLC, a leading provider of audio and voice technology solutions that enable a more natural user experience, today announced that it has entered into a definitive agreement with Synaptics Incorporated (NASDAQ: SYNA) pursuant to which Synaptics has agreed to acquire Conexant and its portfolio of silicon and software solutions for audio, voice and imaging applications for $300 million in cash and 726,666 shares of Synaptics common stock in a cash-free, debt-free transaction.

"I would like to thank each and every employee for their dedication and hard work over the past four years as we turned Conexant into a leader in audio and imaging. We are witnessing a positive inflection point in the business with voice becoming the human interface to machines and with the move to next-generation USB-C headphones," said Cynthia Paul, Chairman of the Board, Conexant. "I am excited about the next chapter in Conexant's life as Synaptics helps scale the business."

Combined, Conexant and Synaptics, together with partners and customers, have the ability to deliver powerful solutions that redefine how people interact with machines, including smart home devices, automobiles, computers, industrial applications, connected devices, IoT products, and wearables. The two companies offer highly complementary, innovative solutions, and the scale of the combined entity should be well positioned to invest in new opportunities that greatly enhance the human-machine-interface experience.

"We have spent the past few years sharpening Conexant's focus on providing silicon and software solutions for voice-enabled devices, consumer and commercial imaging, and next-generation audio applications," said Jan Johannessen, CEO, Conexant. "We believe that by joining Synaptics, we will further scale in the USB-C headphone market, while also enabling device makers to develop innovative applications for some of the industry's most advanced human-machine-interface technologies, including voice."

Conexant, with a portfolio of more than 480 patents granted or pending, is a leader in far-field voice solutions with more than 27 million units shipped. Conexant's far-field voice processing solutions have been featured in more than 60 different products, including a variety of home appliances, home audio/video applications, home networking devices, lighting, security devices, set-top-boxes, smart thermostats, robots, and toys.

Recognized for its superior-performing voice solutions, as well as its powerful supply chain and engineering support capabilities, Conexant has been selected by industry leaders to collaboratively develop noise robust, voice-enabled products and development kits for leading artificial intelligence (AI) platforms. In addition to its voice solutions, Conexant is helping the 13-billion-dollar headphone industry go digital with its USB-C CODEC solutions for next generation hearables and wearables.

"At Synaptics, we have a knack for bringing the right technologies to the right growth markets. Adding voice and audio processing solutions to our portfolio blends perfectly into the company's innovative technology product mix," said Rick Bergman, President and CEO, Synaptics, "The acquisition broadens Synaptics' portfolio of human interface solutions and rapidly accelerates the execution of our IoT strategy, driving our next major phase of growth. Conexant adds an established and highly profitable revenue base, a diverse set of customers, new tier-one accounts, impressive global talent, and a deep portfolio of intellectual property."

The Conexant transaction is expected to close in the third calendar quarter of 2017, subject to customary closing conditions, including regulatory clearances.

Conexant was advised by Cowen and Company, LLC and O'Melveny & Myers LLP.

To learn more about Conexant and this announcement, please visit www.Conexant.com, or follow them on LinkedIn, like them on Facebook, and view their videos on YouTube.

About Conexant Systems, LLC:
Conexant Systems, LLC, is the industry's go-to source for hardware and software solutions that offer unrivaled performance for audio and voice applications. The company combines its significant IP portfolio in DSP, analog and mixed signal technology with embedded software to enrich and expand audio and voice capabilities of products across nearly every vertical. Conexant also is a leader in advanced imaging solutions designed to improve performance of image dependent electronic equipment, such as document and photo imaging controllers and digital video. Founded in 1999, Conexant is a privately-held fabless semiconductor and audio technology engineering company headquartered in Irvine, California with offices and design centers worldwide.

SOURCE Conexant Systems, LLC
Related Links
http://www.Conexant.com

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