said Monday morning that it will buy fellow semiconductor outfit



in a $529 million cash and stock deal, aiming to expand its line-up of analog offerings.

Shares of Intersil were recently down $1.27, or 5.6%, to $21.40, while Xicor was up $1.22, or 8.9%, to $14.93.

Under terms of the acquisition, each Xicor shareholder will receive $8 in cash and 0.335 a share of Intersil common stock. The deal values Xicor at $15.58 per share, or 13.4% above its Friday close of $13.74.

Intersil said the purchase shouldn't affect its 2004 earnings and should be accretive to EPS starting in 2005.

The boards of directors of both companies have approved the deal. Pending approval by Xico shareholders and regulators, the transaction should close by the end of the second quarter of calendar 2004.

Following the close of the deal, Intersil will have 156 million fully diluted shares outstanding, with current shareholders owning 92% and current Xicor shareholders owning 8% of the combined company's shares.

Piper Jaffray and Wachovia Securities served as financial advisors for Intersil and Xico, respectively.