O'Melveny Represents Exar Corporation in Definitive Agreement to Acquire Neterion, Inc.

February 10, 2010

Andrea Rodeschini
O'Melveny & Myers LLP

Erika Tucker
O'Melveny & Myers LLP

SILICON VALLEY, CA ─ FEBRUARY 10, 2009 ─ O’Melveny & Myers LLP represented Exar Corporation (Nasdaq: EXAR) in its definitive agreement to acquire Neterion, Inc., a leader in providing network adapters for server and storage systems.  Their combined capabilities are expected to provide high performance solutions for the evolving needs of next generation virtualized data centers.  The transaction is expected to close during the current quarter ending in March, 2010.   


The O’Melveny Silicon Valley deal team was led by partners Steve Sonne and Warren Lazarow and associate Melissa Wright.  Partner Margaret Ikeya provided IP advice.


About O’Melveny & Myers LLP

With approximately 1,000 lawyers in 14 offices worldwide, O’Melveny & Myers LLP helps industry leaders across a broad array of sectors manage the complex challenges of succeeding in the global economy. We are a values-driven law firm, guided by the principles of excellence, leadership, and citizenship. Our commitment to these values is reflected in our dedication to improving access to justice through pro bono work and championing initiatives that increase the diversity of the legal profession. For more information, please visit www.omm.com.


The following press release was recently distributed by Exar Corporation:


Exar Corporation Signs Definitive Agreement to Acquire Neterion, Inc.


Combination Targets High Performance Solutions for Virtualized Data Centers

FREMONT, Calif., Feb. 9 /PRNewswire-FirstCall/ -- Exar Corporation (Nasdaq: EXAR) and Neterion, Inc., announced today that they have signed a definitive agreement under which Exar will acquire Neterion – a privately held company based in California.  The transaction is expected to close during the current quarter ending in March, 2010.


"The combined capabilities that Exar and Neterion will offer address not only the requirements of today's data centers but enable critical features for the evolving needs of next generation data centers," said Pete Rodriquez, Exar's president and chief executive officer.  "Neterion is a recognized leader in 10 Gigabit Ethernet network adapter solutions optimized for virtualized data centers with an array of top-tier enterprise server and storage customers.  Their product portfolio represents an ideal complement to Exar's market-leading solutions for hardware accelerated data encryption, compression and deduplication."


"We are very excited to be joining the Exar team," said Todd Oseth, Neterion's president and chief executive officer.  "Exar's technology portfolio, as well as engineering, marketing, and sales resources, allows a new level of focus on meeting the needs of our customers."


"Today, data centers are tasked with not only expanding their capabilities to meet the demands of more users that have access to more bandwidth and larger data sets, but doing so while managing rising operational costs," said John Williams, Exar's vice president of Datacom and Storage business.  "Neterion's hardware optimized 10 Gigabit Ethernet V-NIC™ adapters provide an optimal platform for IT organizations targeting server consolidation.  Exar's Hifn Technology products provide the capabilities to not only secure those virtual partitions, but to optimize network bandwidth utilization with hardware data compression – all of this with negligible impact to server performance and power."


The purchase price is estimated to be between $10 million and $11 million dollars net of cash received. No other terms of the agreement are being disclosed.


About Exar


Exar Corporation delivers highly differentiated silicon, software and subsystem solutions for data communication, storage, consumer and industrial applications.  For nearly 40 years, Exar's comprehensive knowledge of end-user markets along with the underlying analog, mixed signal and digital technology has enabled innovative solutions that meet the needs of the evolving connected world.  Exar's product portfolio includes power management and interface components, communications products, storage optimization solutions, network security and applied service processors.  Exar has locations worldwide providing real-time customer support to drive rapid product development.  For more information about Exar, visit: www.exar.com.


About Neterion, Inc.


Neterion is the leader in I/O Virtualization for 10 Gigabit Ethernet adapters that provide high speed solutions for server and storage systems. Xframe® and X3100 Series are the industry's highest performing line of 10 GbE adapters, allowing IT managers to virtualize many more applications per physical server - including the most I/O-intensive ones - drastically decreasing costs when deploying virtualized servers. The company was founded in 2001 and is headquartered in Sunnyvale, California with an additional office in Ottawa, Canada. More information on Neterion, Inc. can be found at www.neterion.com.


The Neterion, Xframe, IOQoS, Hy-O and VLT names and logos and combinations thereof, are trademarks or registered trademarks of Neterion, Inc. All other names are for informational purposes and may be trademarks of their respective owners.


Safe Harbor Statement

The Company's statements about its future financial performance, changes in gross margins, net sales and operating expenses, resource allocation and its impact on future performance and product development initiatives, design win conversion, distribution and OEM trends, supply chain issues among others, are forward-looking statements that involve risks and uncertainties. These risks and uncertainties include global financial volatility, economic recession, and industry and market conditions, such as customer and distributor relationships; limited visibility associated with customer or distributor demand for the Company's products; the possible loss of, or decrease in orders from, an important customer; cash balances; vendor capacity, quality or throughput constraints; successful integration of acquired businesses; possible disruption in commercial activities as a consequence of terrorist activity, natural disasters, armed conflict or health issues; successful development, market acceptance and demand for the Company's products, including those for which the Company has achieved design wins; competitive factors, such as pricing or competing solutions; customer ordering patterns; accounting considerations related to impairment analyses or acquisition related issues; the level of inventories maintained at the Company's OEMs and distributors; and the Company's successful execution of internal performance plans, as well as the other risks detailed from time to time in the Company's SEC reports, including the Annual Report on Form 10-K for the year ended March 29, 2009 and the Quarterly Reports on Form 10-Q for the periods ended June 28, 2009, September 27, 2009, and December 27, 2009.