Trident Microsystems and NXP to Combine Digital TV and Set-Top Box Businesses to Create Industry Leader in the Digital Home Market

* Reuters is not responsible for the content in this press release.

Mon Oct 5, 2009 4:43am EDT

SANTA CLARA, Calif. & EINDHOVEN, Netherlands--(Business Wire)--
Trident Microsystems, Inc. (NASDAQ:TRID) and NXP Semiconductors today announced
that they have signed a definitive agreement whereby Trident will acquire NXP`s
television systems and set-top box business lines. Trident would remain fabless
with a significant presence in Asia and as a result of the transaction would
have a global leadership position in the digital home entertainment market.
Under the terms of the transaction, NXP will receive newly issued shares of
Trident common stock equal to 60% of the total shares outstanding post-closing,
including approximately 6.7 million shares that NXP will purchase at a price of
$4.50 per share, resulting in cash proceeds to Trident of $30 million. 

"As the fragmented consumer IC market continues to consolidate, the ability to
leverage IP across multiple segments is becoming increasingly important due to
the R&D investments necessary to deliver leading-edge innovation," said Sylvia
Summers, President and CEO of Trident. "Through this transaction, Trident will
become one of the leading global suppliers with the product portfolio, IP and
operational infrastructure required to effectively serve the large, high-growth
digital home entertainment market." 

Including revenue from the acquired product lines, Trident would have estimated
revenue of approximately $500 million in calendar 2009, with approximately 60%
attributable to television and 40% to set-top box. Upon closing, Trident will
have an extensive portfolio of consumer IP applicable to a range of markets,
with over 2,000 granted and in-process patents including motion
estimation/motion compensation and conditional access, as well as advanced 45nm
SoC technology. The combined product portfolio will enable Trident to offer a
broad range of semiconductor solutions to the digital home market, which Trident
estimates will reach $5 billion by 2010. 

"Success in the consumer business requires a company culture based on rapid
decision making, a fast pace of innovation, and a highly competitive cost
structure," stated Summers. "This proposed transaction enables Trident to
achieve the economies of scale required to compete in the digital home market,
while also taking advantage of our start-up culture and cost-efficient
Asia-based engineering and operations. As a result, Trident will be well
positioned to address a larger market, accelerate our time to breakeven and
achieve our long-term financial objectives." 

In order to drive cost-efficient innovation that is competitive with the
industry's most aggressive consumer IC suppliers, Trident expects to retain a
core set of technology centers of excellence in Europe and North America, while
growing and leveraging the substantial engineering presence that each of NXP`s
Home business unit and Trident already has in Asia. Following the close of the
transaction, Trident intends to continue supporting the existing customers and
design wins of each company. In addition, Trident plans to develop a converged
product roadmap, leveraging the substantial IP of both companies and cost
structure of Trident to provide the competitive products required for the next
generation of customer designs. 

"We believe the consumer IC business is a large, high-growth opportunity, best
served by a company dedicated to this market with a highly efficient operating
infrastructure," said Rick Clemmer, President and CEO of NXP. "This proposed
combination is the ideal structure to position the considerable technology and
market assets of our digital TV and set-top box lines for growth and financial
success. As the single largest shareholder in the expanded Trident, NXP can
continue to take part in the significant upside opportunity for this business
while achieving another major milestone in NXP`s plans to focus and lead in
high-performance mixed signal." 

Reaffirming its long-term commitment to the digital home technology market,
under the terms of the transaction, the primary shares being issued to NXP would
be subject to a lock-up for two years. 

Upon closing, Sylvia Summers will remain the CEO of Trident and Christos
Lagomichos, EVP of NXP`s Home business unit, will become President. Pete Mangan
will remain senior vice president and chief financial officer of Trident. In
addition, after closing, NXP and Trident intend to cooperate in the development
of complementary end-to-end solutions in other selected high-growth technology
areas, including NXP's car entertainment and silicon tuner product lines.
Trident will be fabless and will have the ability to access state-of-the-art
technology and manufacturing capacity from NXP`s manufacturing facilities, as
well as the partner foundries and subcontractors of both companies. As a result
of the terms and conditions agreed between the parties, NXP will account for its
investment in Trident under the equity method. 

The Boards of Trident and NXP have unanimously approved the agreement and the
transactions contemplated by the agreement. The transaction is subject to the
approval of the stockholders of Trident, consultations with employee
representatives in certain jurisdictions and other customary closing conditions,
including regulatory approvals. The transaction is expected to close in the
first calendar quarter of 2010. 

Trident expects to generate $140 million to $160 million in revenue in the
calendar quarter ending June 30, 2010, its first full quarter post-closing, and
expects to break even on a non-GAAP operating basis as early as the end of
calendar year 2010. 

Trident Investor Conference Call Today at 8 AM Eastern Time

Trident management will host a conference call at 5:00 am Pacific Time today
(8:00 am Eastern Time). The domestic dial in is 866-730-5769; the international
dial-in is 857-350-1593. Passcode: 59258241. A replay of the conference call
will be available for two weeks, beginning approximately two hours following the
conference call and will be accessible by calling 888-286-8010 (domestic) or
617-801-6888 (international) using access code 26148685. This call is being
webcast by Thomson/CCBN and can be accessed at Trident`s web site at:
http://www.tridentmicro.com/. The webcast also is being distributed through the
Thomson StreetEvents Network to both institutional and individual investors.
Individual investors can listen to the call at
www.fulldisclosure.comhttp://www.fulldisclosure.com/ ; institutional investors
can access the call via Thomson`s password-protected event management site,
StreetEvents (www.streetevents.comhttp://www.streetevents.com/). 

Press Conference Call Today at 9 AM Eastern Time/3 PM CET

Rick Clemmer, President and CEO, NXP Semiconductors and Sylvia Summers,
President and CEO, Trident Microsystems, will host a conference call at 6:00 am
Pacific Time today (9:00 am Eastern Time) for members of the press. 

For Journalists; you may use following dial in number; 

from Europe (via NL): +31 45 6316903 

from US/Latam (via US): +1-480-629-9822 

from Asia Pacific (via Singapore): +65-6823-2087 

There will be a Q&A session after the introduction. You may register for
questions during the conference call. 

For listen only participants; we advise you to listen in via webcast via: 

http://www.nxp.com/news/

About Trident Microsystems:

Trident Microsystems, Inc., with headquarters in Santa Clara, California,
designs, develops and markets integrated circuits, or ICs, and associated
software for digital media applications, such as digital televisions and LCD
televisions. Trident's products are sold to a network of OEMs, original design
manufacturers and system integrators worldwide. For further information about
Trident and its products, please consult the Company's web site:
http://www.tridentmicro.com. 

About NXP Semiconductors:

NXP is a leading semiconductor company founded by Philips more than 50 years
ago. Headquartered in Europe, the company has about 29,000 employees working in
more than 30 countries and posted sales of USD 5.4 billion (including the Mobile
& Personal business) in 2008. NXP creates semiconductors, system solutions and
software that deliver better sensory experiences in TVs, set-top boxes,
identification applications, mobile phones, cars and a wide range of other
electronic devices. News from NXP is located at www.nxp.com. 

Cautionary Statement:

Statements about the ability of Trident to complete the transaction contemplated
by the agreement with NXP, including the ability to satisfy the conditions set
forth in the definitive agreement, and the possibility of the termination of the
definitive agreement, Trident`s market share and the expected competitive
position of Trident following the completion of the proposed acquisition, are
forward-looking statements. A number of the matters discussed in this
presentation that are not historical or current facts deal with potential future
circumstances and developments. The discussion of such matters is qualified by
the inherent risks and uncertainties surrounding future expectations generally
and other factors that could cause actual results to differ materially from
future results expressed or implied by such forward-looking statements. Such
risks and uncertainties include, but are not limited to: failure to achieve the
economies of scale, revenue growth, operating synergies and efficiencies of the
acquisition; the result of any regulatory review of the proposed transaction;
approval of the acquisition by the stockholders of Trident and satisfaction of
various other conditions to the closing of the acquisition; and the risks that
are described from time to time in the Company`s reports filed with the
Securities and Exchange Commission, or SEC, including Trident`s annual report on
Form 10-K for fiscal the year ended June 30, 2009. 

Important Additional Information

In connection with the proposed acquisition of assets of NXP and solicitation of
approval of the Trident stockholders, as well as in connection with its 2009
annual meeting of stockholders, Trident plans to file a proxy statement with the
SEC. The definitive proxy statement will be mailed to the stockholders of
Trident after clearance with the SEC. Trident will also file with the SEC from
time to time other documents relating to the proposed combination. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE PROXY STATEMENT WHEN IT IS
FILED WITH THE SEC, AND OTHER DOCUMENTS FILED BY TRIDENT WITH THE SEC RELATING
TO THE PROPOSED ACQUISITION WHEN THEY ARE FILED, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. 

The final proxy statement will be mailed to stockholders of Trident. Investors
and security holders may obtain a free copy of the definitive proxy statement
and other documents when filed with the SEC at the SEC`s website at www.sec.gov.
In addition to the proxy statement, Trident files annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by Trident at the SEC
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call
the SEC at 1-800-732-0330 for further information on the public reference room.
Trident`s filings with the SEC are also available to the public from commercial
document-retrieval services and free of charge at the website maintained by the
SEC at www.sec.gov. In addition, Trident`s SEC filings may be obtained free of
charge from Trident`s website (www.tridentmicro.com) or by calling Trident`s
Investor Relations department at (408) 764-8808. 

Trident, and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from its stockholders in connection
with the proposed acquisition. Information about the directors and executive
officers of Trident and the interests of such participants in the proposed
acquisition will be included in the proxy statement and the other documents
filed by Trident with the SEC relating to the proposed acquisition when filed.

Press Contacts:
NXP:
Pieter van Nuenen, +31 40 27 25398
pieter.van.nuenen@nxp.com
or
Trident:
Kelly Karr, 408-718-9350
kelly.karr@taniscomm.com
or
Investor Contacts:
NXP:
Albert Hollema, +31 40 27 25610
albert.hollema@nxp.com
or
Trident:
John Swenson, 415-302-2324
john@swenson-partners.com



Copyright Business Wire 2009

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