Sirenza Microdevices Announces Definitive Agreement to Acquire ISG Broadband, Inc.

Sirenza Microdevices Announces Definitive Agreement to Acquire ISG Broadband, Inc.

BROOMFIELD, Colo., Dec. 8 /PRNewswire-FirstCall/ -- Sirenza Microdevices, Inc. (NASDAQ:SMDI), a leading designer and supplier of high-performance radio frequency (RF) components for communications equipment manufacturers, today announced that it has signed a definitive agreement to acquire ISG Broadband, Inc. for approximately $7 million in cash, with additional cash consideration of up to $7.15 million based on margin contribution for sales of selected integrated circuit (IC) and satellite radio receiver/active antenna products through 2007. ISG Broadband, a privately held subsidiary of California Eastern Laboratories (CEL), is a designer of RF gateway module and IC products to enable the delivery of broadband communication services to the home. The acquisition has been approved by the boards of directors of each company and ISG's shareholders and is subject to customary closing conditions.

ISG will be integrated into Sirenza's Amplifier Division and relocated to Sirenza's Sunnyvale facility. In connection with the proposed transaction, Donald G. Alfson, president of ISG Broadband, will join Sirenza as vice president, global outsourcing and will report to Charles Bland, chief operating officer.

"We believe the acquisition of ISG Broadband is a significant step toward achieving our strategic goals of diversifying our end markets and strengthening our world-class RF core competencies," stated Robert Van Buskirk, president and CEO of Sirenza Microdevices. "ISG enables our penetration into the growing CATV-based, voice-over-IP (VoIP) market, launches us into the accelerating satellite radio market and establishes the foundation for future participation in the expanding HDTV and set-top box markets with silicon-based transceiver/tuner IC products now under development at ISG. ISG's module-based products, currently in volume production, leverage our state-of-the-art multi-chip module (MCM) manufacturing capabilities; additionally the highly integrated IC products build upon our silicon germanium (SiGe) semiconductor expertise and bring us proven expertise in RF CMOS and BiCMOS semiconductor technology and design. We are excited about executing this deal and look forward to working closely with a broader customer base as we move into 2005 as a stronger, more diversified RF component supplier."

"We are pleased with the terms of the proposed transaction and believe the business combination with Sirenza to be in the best interests of CEL's shareholders and ISG's customers," said Paul Minton, president of CEL. "Sirenza and ISG have complementary technologies and products, and the combined company can leverage Sirenza's extensive high-volume IC production capabilities for the transceiver/tuner IC products currently in development. The synergies created by this transaction are expected to be substantial and should result in a stronger, more competitive company that is well positioned to continue to build shareholder value."

Sirenza expects the acquisition to be completed in December 2004. Sirenza plans to hold a teleconference with investors following the closing to discuss the acquisition. This call will be broadcast live for all investors and archived for one week at www.sirenza.com. Further details on the teleconference will be announced prior to the closing.

ISG Broadband, Inc.

ISG Broadband offers innovative, silicon-based RF and media gateway products designed to enable delivery of broadband services to the home. ISG's products are deployed by the world's leading cable and telecommunications network operators and are at work in millions of homes worldwide. ISG was formed by California Eastern Laboratories in late 1997 and incorporated in April 2000. The company is located in Milpitas, California. For more information visit ISG's website at www.isgbroadband.com.

Sirenza Microdevices, Inc.

Headquartered in Broomfield, Colo., with design centers throughout the U.S., Sirenza Microdevices, Inc., an ISO 9001:2000-certified supplier (registered by QMI), is a leading supplier of high-performance RF components for the telecommunications markets. The company's product lines include amplifiers, power amplifiers, discrete devices, RF signal processing components, signal source components, hi-rel components, and high-performance multi-component modules (MCMs) for transmit and receive applications. Product information may be found on Sirenza's website at www.sirenza.com.

This news release contains forward-looking statements regarding future events or results, including statements regarding the proposed acquisition, the integration of ISG Broadband's technology and products with Sirenza's existing technology portfolio and product lines, expected synergies, product performance, the appointment of an ISG Broadband executive as Sirenza management, the expansion of Sirenza's current markets, and the timing of the closing. Sirenza wishes to caution readers that such statements are, in fact, predictions and that actual events or results may differ materially. There is no assurance that the acquisition will be consummated, that the integration or the management appointment will be successful or result in any synergies, or that the integration and management appointment will benefit the future performance of Sirenza or its products. Other factors that could cause actual events or results to differ materially are included in the company's filings with the Securities and Exchange Commission, specifically the company's Form 10-K filed in March 2004 and the company's latest Form 10-Q filed in November 2004. The company undertakes no obligation to update its forward-looking statements at any time or for any reason.

NOTE: Sirenza Microdevices(R) and the Sirenza logo are trademarks of Sirenza Microdevices, Inc. All other trademarks are property of their respective owners.

(Logo: http://www.newscom.com/cgi-bin/prnh/20030820/SMDILOGO )

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Source: Sirenza Microdevices, Inc.

CONTACT: Jodi Bochert of Sirenza Microdevices, Inc., +1-303-327-3193,
ir@sirenza.com

Web site: http://www.isgbroadband.com/

Web site: http://www.sirenza.com/


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