Standard Microsystems in $94 Million OASIS Acquisition

March 30, 2005

Cleary Gottlieb represented Standard Microsystems Corporation in its acquisition of OASIS SiliconSystems Holding AG for $94 million of cash and SMSC common stock, net of acquired cash.   Under an earn-out provision, up to $20 million of additional cash and stock may be payable if performance goals are met.  As inducement for OASIS management and employees, SMSC issued 1.1 million stock options and about 75,000 restricted stock awards to 149 individuals.

SMSC is a leading semiconductor company based in Hauppauge, New York, with operations in North America, Taiwan, Japan, Korea, China and Europe.   OASIS is a leading European developer and marketer of integrated circuits that enable networking of multimedia devices for automotive infotainment applications.  With its headquarters in Karlsruhe, Germany, and engineering operations in Austin, Texas, OASIS serves leading automakers and automotive suppliers.  OASIS’s infotainment networking technology MOST (Media Oriented Systems Transport) has been widely adopted by many European luxury to mid-sized car brands, including Audi, BMW, Jaguar, Mercedes-Benz, Porsche, Saab and Volvo.

The OASIS acquisition is another major step in SMSC’s diversification strategy, and is expected to strengthen SMSC’s business by providing additional product lines, increased geographic diversity and higher brand visibility in Europe.