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Conexant Receives Golden Gate Proposal

NEWPORT BEACH, Calif. — Conexant Systems, Inc. (NASDAQ: CNXT), a leading supplier of innovative semiconductor solutions for imaging, audio, embedded modem, and video surveillance applications, today announced that on February 21, 2011 it received a revised written proposal from an affiliate of Golden Gate Capital to acquire all of the outstanding shares of Conexant common stock at a price of $2.40 per share in cash (the “Revised Proposal”). As previously announced, Conexant entered into a definitive merger agreement on January 9, 2011 with Standard Microsystems Corporation (“SMSC”) and a wholly owned subsidiary of SMSC (the “SMSC Agreement”), pursuant to which Conexant stockholders would receive for each share of Conexant common stock $1.125 in cash and a fraction of a share of SMSC common stock equal to $1.125 divided by the volume weighted average price of SMSC common stock for the 20 trading days ending on the second trading day prior to closing, but in no event more than 0.04264 nor less than 0.03489 shares of SMSC common stock.

Conexant’s board of directors, in consultation with its financial and legal advisors, determined that the Revised Proposal is a “Superior Proposal” as such term is defined in the SMSC Agreement. Conexant notified SMSC of its determination on February 21, 2011. Pursuant to the terms of the SMSC Agreement, Conexant is required to provide SMSC during the four business day period following SMSC’s receipt of such notice the opportunity to meet or negotiate with Conexant’s board of directors and its outside legal counsel, as would permit Conexant not to change its recommendation that Conexant stockholders vote in favor of the merger with SMSC or to terminate the SMSC Agreement in response to the Revised Proposal.

There can be no assurance that any transaction with Golden Gate Capital will result from the Revised Proposal.

{complink 1291|Conexant Systems Inc.}

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