IDT and ICS announce plan to merge

Integrated Device Technology (IDT) and Integrated Circuit Systems (ICS) have
signed a definitive agreement to combine the two companies in a strategic
merger. The parties believe that the merger will allow the combined company to
increase its ability to service the requirements of its customers and provide a
platform for growth within the communications, computing, and consumer markets.

Under the terms of the merger agreement, which has been unanimously approved
by the boards of directors of both companies, ICS stockholders will receive
1.300 shares of IDT common stock and US$7.25 of cash for each share of ICS
stock. Based on closing prices as of June 15, 2005, this total consideration
values ICS at approximately US$1.7 billion or US$23.54 per share.

"IDT has a good reputation for developing vital semiconductor solutions
targeting various communications infrastructure applications, including wireline,
wireless and enterprise," said Greg Lang, IDT President and CEO.
"Likewise, ICS has excelled in providing timing technology to consumer, PC
and DIMM customers. We believe that the merger will enable customers to benefit
from a stronger company with a diverse product portfolio and enhanced resources.
The merged company will have an outstanding base of technology, customers and
talent to pursue growth opportunities in communications, computing, and consumer
market segments. Combining our resources will allow us to pursue these
opportunities more effectively than we could as separate entities."

"From a financial perspective, the transaction will be accretive to IDT's
fiscal year 2007 earnings per share," Greg continued. "IDT's
existing manufacturing infrastructure is an excellent fit to the products and
roadmap of ICS; we believe that capturing related efficiencies will allow the
combined company to increase its ability to deliver innovative solutions to its
customers as well as value to its stockholders."

Hock Tan, President and CEO of ICS said, "IDT's track record of
solutions support and its position and technology in the communications market,
are a good complement to our timing and circuit expertise. I am confident that
the merged company will deliver superior solutions to our customers and value
for our stockholders than either company could independently."

Greg will serve as President and CEO of the combined company and Hock will
assume be the Chairman of the board of the combined company, with an executive
role in the integration of ICS with IDT. The board of directors of the combined
company will have nine members, with IDT designating five directors, including
Greg, and ICS designating four directors, including Hock.

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