Microsemi Corp. and Advanced Power Technology Inc. (APT) announced the signing of a definitive agreement for Microsemi to acquire APT. With this acquisition, Microsemi, a designer and manufacturer of high performance analog solutions and high reliability semiconductor solutions, expands its portfolio of analog mixed signal offering in the RF marketplace and also its high reliability offering in the defense/aerospace and medical marketplace.

Under the terms of the agreement, each APT shareholder will receive $2.00 per share in cash and 0.435 shares of Microsemi common stock for each share of APT common stock. Based on closing prices as of November 2, 2005, the total consideration values APT at $12.20 per share, a 29 percent premium to APT's closing stock price.

"APT is a recognized leader in its RF product offering for high frequency products for the analog market as well as being a technology leader with its high power switching products," said James J. Peterson, Microsemi's president and CEO. "Following several years of consolidation efforts, Microsemi is excited to move forward in this next stage of our life cycle. APT is the first step toward a focus on growing organically and through acquisition. We believe that there are significant efficiency gains to be realized on the operational level as well as the business opportunity level."

The transaction combines two strong high performance analog companies offering both differentiated RF product into niche end markets as well as high reliability product addressing a strong defense/aerospace and medical market. APT is a designer, manufacturer and marketer of high performance RF and switching power semiconductors. With APT's strong focus on the high power, high speed segment of the power semiconductor market, APT's RF and power switches will greatly expand Microsemi's product offering within its existing channels. Additionally, APT has an advanced development effort in silicon carbide that offers significant advantages in future systems ranging from military to notebook applications.

In addition to the strategic opportunity that this acquisition provides, the combined company should have a profitable operating model that should generate significant cash. The combined entity has potential consolidation opportunities in line with previous restructuring efforts at both companies to improve efficiencies. Microsemi expects the transaction to be accretive to its third quarter fiscal year 2006 results.

"We are very pleased to join Microsemi's team," said Patrick Sireta, chairman and CEO of APT. "This business combination will result in a very powerful value proposition to customers, investors and employees."