AMI Semiconductor Acquires Dspfactory

On November 12, 2004, AMIS Holdings, Inc., through certain of its subsidiary companies, completed the acquisition of substantially all of the assets and certain liabilities of Dspfactory Ltd. including the shares of its Swiss subsidiary, dspfactory SA. AMIS Holdings is a NASDAQ-listed designer and manufacturer of state-of-the-art integrated mixed-signal and structured digital products, headquartered in Pocatello, Idaho with sales and design centres located in the US, Europe and the Asia-Pacific region. Dspfactory, a Waterloo-based company, is a provider of ultra-low power digital signal processing systems for portable and wearable devices such as digital hearing aids and wireless headsets. The transaction was effected through a plan of arrangement and, on closing, Dspfactory received cash and stock having a value of approximately C$61 million and the right to receive an additional US$8,500,000 in stock upon achievement of certain milestones before the end of 2006.

AMI Semiconductor was represented by vice-president & general counsel, Darlene Gerry, and assisted in Canada by Davies Ward Phillips & Vineberg LLP, with a team that included Patricia Olasker, Sarbjit Basra and Daniela Liscio, and by Charles Reagh of Stewart McKelvey Stirling Scales; in the US by Davis Polk & Wardwell with a team that included Alan Denenberg, Sarah Solum, Sartaj Gill and Igal Katz; and in Switzerland by Lenz & Staehelin, with a team that included Alfred Blesi and Tanja Luginbuehl.

Dspfactory Ltd. was represented in Canada by Gowling Lafleur Henderson LLP, with a team that included David Petras, John Durdan, Rose Johnson and Sean Gomes (corporate/securities), Michael Watson (plan of arrangement), Ross Wells and Bill MacGregor (employment) and Michael Bussmann (tax); in the US by Joe Galda of Hodgson Russ LLP; and in Switzerland by Vischer, with a team that included Adrian Dörig, Markus Alder and Ramon Mabillard.