Acquisition

RNS Number:0956N
CML Microsystems PLC
03 July 2003


                             CML MICROSYSTEMS Plc
                          ACQUISITION OF HYPERSTONE AG

CML Microsystems Plc ("CML"), which designs, manufactures and markets a broad
range of semiconductor products, primarily for the global communications
markets, announces today that it has entered into an agreement to acquire 98.86%
of Hyperstone AG ("Hyperstone") for a total consideration of Euro7.5 million
(#5.25m) ("the Acquisition").

Hyperstone, a fabless semiconductor company founded in 1990, is headquartered in
Konstanz, Germany with a branch in Taipei, Taiwan.

Hyperstone derives income from selling standard semiconductor products and from
licensing its patented technology. Standard Products include microprocessors
based upon Hyperstone's unified RISC/DSP architecture and microcontrollers for
flash memory solutions. Target markets include digital imaging, flash memory
cards, fingerprint recognition and communications.

CML is initially acquiring 98.8% of the share capital for a cash consideration
of Euro4.634 million and warrants totalling 77,325 Ordinary 5p Shares in CML ("
Ordinary Shares") valued at Euro0.227 million. Additionally, CML will enable
Hyperstone to repay shareholder loans of Euro2.344 million paying Euro1.419 million
upon completion and the balance out of Hyperstone's future profits after tax.
Following the Acquisition, employee share rights will convert to shares and CML
has agreed to acquire these from employees for a cash consideration of Euro0.137
million and warrants totalling 39,687 Ordinary Shares valued at Euro0.116 million.
All warrants issued as part of the transaction are convertible into Ordinary
Shares between 2 January 2005 and 2 July 2006.

From the audited accounts for the year ended 31 December 2001 the net assets of
Hyperstone were Euro0.250 million and it made a loss for the year of  Euro0.125
million.

The transaction is expected to be earnings neutral for fiscal 2004 and accretive
thereafter, with additional upside dependent on the pace and success of
integration efforts.

The acquisition will enable CML to leverage its extensive routes to market and
world-class low power analogue design skills to facilitate the growth of
Hyperstone's product range and geographical market penetration. Equally, the
addition of Hyperstone technology will open new product development
opportunities for CML.

Said George Gurry, CML's Chairman: "Hyperstone represents a good strategic fit
for the CML group.  Hyperstone meets our long-standing acquisition strategy by
bringing complementary products and technology to the Group and we expect the
two organisations to enhance each other's respective expansion in the U.S.,
Far-Eastern and European markets."

ENDS

For further information, please contact:

CML Microsystems Plc                                     Binns & Co PR Ltd
Nigel Clark, Financial Director                          Paul McManus/Peter Binns
Chris Gurry, Business Development Director               Tel: [phone]
Tel: [phone]                                        Mob: [phone]


                      This information is provided by RNS
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