Citigroup Global Markets in Acquisition of PowerDsine Ltd. by Microsemi Corporation

October 23, 2006

Cleary Gottlieb is representing Citigroup Global Markets in its capacity as financial advisor to PowerDsine Ltd. in the acquisition of PowerDsine by Microsemi Corporation.  Each PowerDsine shareholder will receive $8.25 per share in cash and 0.1498 shares of Microsemi common stock for each share of PowerDsine common stock. Based on closing stock prices on October 23, the total consideration values PowerDsine at approximately $245 million.

PowerDsine designs, develops and supplies integrated circuits, modules and systems that enable the implementation of power over Ethernet in local area networks.  Microsemi Corporation, with corporate headquarters in Irvine, California, is a leading designer, manufacturer and marketer of high performance analog and mixed signal integrated circuits and high reliability semiconductors.